FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended September 30, 2002
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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
0-20016
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CNL Income Fund X, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3004139
- ------------------------------------ --------------------------
(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 _________
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 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
Item 4. Controls and Procedures 12
Part II.
Other Information 13-14
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2002 2001
------------------ ------------------
ASSETS
Land and buildings on operating leases, net $ 14,543,719 $ 13,494,448
Net investment in direct financing leases 8,144,826 8,370,715
Real estate held for sale 534,148 1,533,970
Investment in joint ventures 4,173,751 3,664,241
Cash and cash equivalents 953,218 1,565,888
Receivables, less allowance for doubtful accounts
of $24,814 in 2001 -- 30,290
Accrued rental income, less allowance for doubtful accounts of
$4,841 in 2002 and 2001 1,332,995 1,340,884
Other assets 87,892 87,209
------------------ ------------------
$ 29,770,549 $ 30,087,645
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 5,633 $ 11,105
Real estate taxes payable 28,840 8,256
Distributions payable 900,001 900,001
Due to related parties 59,662 5,539
Rents paid in advance and deposits 49,972 77,760
------------------ ------------------
Total liabilities 1,044,108 1,002,661
Minority interest 63,982 64,256
Commitment (Note 7)
Partners' capital 28,662,459 29,020,728
------------------ ------------------
$ 29,770,549 $ 30,087,645
================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF OPERATIONS
Quarter Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------- ------------- ------------- --------------
Revenues:
Rental income from operating leases $ 493,857 $ 450,631 $1,401,523 $ 1,343,807
Earned income from direct financing leases 231,617 220,548 668,753 667,269
Contingent rental income 12,828 5,091 35,924 14,703
Interest and other income 1,850 3,440 5,487 29,759
-------------- ------------- ------------- --------------
740,152 679,710 2,111,687 2,055,538
-------------- ------------- ------------- --------------
Expenses:
General operating and administrative 70,479 48,159 232,523 267,299
Property expenses 9,596 9,259 40,191 29,469
State and other taxes 16,647 -- 31,076 36,972
Depreciation and amortization 81,105 60,846 235,988 213,391
Provision for write-down of assets -- 391,186 -- 391,186
-------------- ------------- ------------- --------------
168,231 509,450 539,778 938,317
-------------- ------------- ------------- --------------
Income Before Minority Interest in Income of Consolidated
Joint Venture and Equity in Earnings (Losses) of
Unconsolidated Joint Ventures 571,921 170,260 1,571,909 1,117,221
Minority Interest in Income of Consolidated
Joint Venture (2,107 ) (2,135 ) (6,172 ) (6,514 )
Equity in Earnings (Losses) of Unconsolidated Joint
Ventures 89,270 (379,183 ) 501,374 (172,796 )
-------------- ------------- ------------- --------------
Income (Loss) from Continuing Operations 659,084 (211,058 ) 2,067,111 937,911
-------------- ------------- ------------- --------------
Discontinued Operations (Note 5):
Income from discontinued operations, net 17,996 29,634 105,211 119,378
Gain on disposal of discontinued operations, net -- -- 169,412 --
-------------- ------------- ------------- --------------
17,996 29,634 274,623 119,378
Net Income (Loss) $ 677,080 $ (181,424 ) $2,341,734 $ 1,057,289
============== ============= ============= ==============
Income (Loss) Per Limited Partner Unit
Continuing operations $ 0.16 $ (0.06 ) $ 0.52 $ 0.23
Discontinued operations 0.01 0.01 0.07 0.03
-------------- ------------- -------------- --------------
$ 0.17 $ (0.05 ) $ 0.59 $ 0.26
============== ============= ============= ==============
Weighted Average Number of Limited Partner
Units Outstanding 4,000,000 4,000,000 4,000,000 4,000,000
============== ============= ============= ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
2002 2001
--------------------- ------------------
General partners:
Beginning balance $ 261,935 $ 261,935
Net income -- --
--------------------- ------------------
261,935 261,935
--------------------- ------------------
Limited partners:
Beginning balance 28,758,793 30,626,143
Net income 2,341,734 1,732,654
Distributions ($0.68 and $0.90 per limited partner
unit, respectively) (2,700,003 ) (3,600,004 )
--------------------- ------------------
28,400,524 28,758,793
--------------------- ------------------
Total partners' capital $ 28,662,459 $ 29,020,728
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2002 2001
--------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 2,557,619 $ 2,359,504
--------------- --------------
Cash Flows from Investing Activities:
Additions to land and building on operating leases (1,281,467 ) --
Proceeds from sale of land and buildings 1,161,056 --
Investment in joint venture (915,171 ) (211,201 )
Liquidating distribution from joint venture -- 899,452
Return of capital from joint venture 571,744 --
Payment of lease costs -- (3,324 )
--------------- --------------
Net cash provided by (used in) investing activities (463,838 ) 684,927
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,700,003 ) (2,700,003 )
Distributions to holder of minority interest (6,446 ) (6,179 )
--------------- --------------
Net cash used in financing activities (2,706,449 ) (2,706,182 )
--------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents (612,668 ) 338,249
Cash and Cash Equivalents at Beginning of Period 1,565,886 1,361,652
--------------- --------------
Cash and Cash Equivalents at End of Period $ 953,218 $ 1,699,901
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 900,001 $ 900,001
=============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
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 management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and nine months ended September 30, 2002, may not be
indicative of the results that may be expected for the year ending
December 31, 2002. Amounts as of December 31, 2001, 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 X, Ltd. (the "Partnership") for the year ended December 31,
2001.
The Partnership accounts for its 88.26% interest in Allegan Real Estate
Joint Venture using the consolidation method. Minority interest
represents the minority joint venture partner's proportionate share of
the equity in the Partnership's consolidated joint venture. All
significant intercompany accounts and transactions have been
eliminated.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement requires that a
long-lived asset be tested for recoverability whenever events or
changes in circumstances indicate that its carrying amount may not be
recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when
the carrying amount of a long-lived asset exceeds its fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived
asset is its new cost basis. The statement also requires that the
results of operations of a component of an entity that either has been
disposed of or is classified as held for sale be reported as a
discontinued operation if the disposal activity was initiated
subsequent to the adoption of the Standard.
2. Reclassification:
Certain items in the prior years' financial statements have been
reclassified to conform to 2002 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Land and Buildings on Operating Leases:
In June 2002, the Partnership reinvested the majority of the proceeds
from the sale of the property in San Marcos, Texas (see Note 5) and a
portion of the return of capital received from CNL Restaurant
Investments III Joint Venture from the sale of its property in
Greensboro, North Carolina (see Note 4) in a property in Houston, Texas
at an approximate cost of $1,281,500. The Partnership acquired this
property from CNL Funding 2001-A, LP, an affiliate of the general
partners (see Note 6).
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
4. Investment in Joint Ventures:
In January 2002, the Partnership reinvested a portion of the
liquidation proceeds from the 2001 liquidation of Peoria Joint Venture
in a property in Austin, Texas, as tenants-in-common, with CNL Income
Fund XVIII, Ltd., an affiliate of the general partners. The Partnership
acquired this property from CNL Funding 2001-A, LP, an affiliate of the
general partners (see Note 6). The Partnership and CNL Income Fund
XVIII, Ltd. entered into an agreement whereby each co-venturer will
share in the profits and losses of the property in proportion to its
applicable percentage interest. As of September 30, 2002, the
Partnership had contributed $915,171 for an 81.65% interest in this
property.
In May 2002, CNL Restaurant Investments III Joint Venture, in which the
Partnership owns a 50% interest, sold its property in Greensboro, North
Carolina to the tenant for a sales price of approximately $1,145,500
and received net sales proceeds of $1,143,500 resulting in a gain to
the joint venture of approximately $371,500. The Partnership received
approximately $571,700 as a return of capital from the joint venture.
In addition, in June 2002, Ashland Joint Venture, in which the
Partnership owns a 10.51% interest, sold its property in Ashland, New
Hampshire to the tenant for a sales price of approximately $1,477,500
and received net sales proceeds of $1,472,900 resulting in a gain of
approximately $500,900. Ashland Joint Venture used the majority of the
proceeds to invest in a property in San Antonio, Texas at an
approximate cost of $1,343,000. The Partnership acquired these
properties from CNL Funding 2001-A, LP, an affiliate of the general
partners (see Note 6). The financial results relating to the properties
in Greensboro, North Carolina and Ashland, New Hampshire are reflected
as Discontinued Operations in the condensed financial information
below.
CNL Restaurant Investments III Joint Venture owns and leases five
properties to operators of national and regional fast-food and
family-style restaurant chains. Ashland Joint Venture, Williston Real
Estate Joint Venture, Ocean Shores Joint Venture and CNL VIII, X, XII
Kokomo Joint Venture each own and lease one property to operators of
national and regional fast-food and family-style restaurant chains. The
Partnership and affiliates, as tenants-in-common, own and lease three
properties to operators of national and regional fast-food and
family-style restaurant chains.
The Partnership owns a 69.06% interest in the profits and losses of
Ocean Shores Joint Venture. The remaining interest in this joint
venture is held by an affiliate of the Partnership which has the same
general partners. As of December 31, 2001, Ocean Shores Joint Venture
met the significant subsidiary test at the 20% level and separate
financial statements were included in Form 10-K of CNL Income Fund X,
Ltd. The following presents summarized income statement information for
Ocean Shores Joint Venture for the quarters and nine months ended
September 30:
Quarter Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Revenues $ -- $ 1,900 $ -- $ 33,433
Expenses (8,206 ) (8,461 ) (25,559 ) (15,164 )
Provision for write-down of assets -- (781,741 ) -- (781,741 )
------------- --------------- ------------- --------------
Net Loss $ (8,206 ) $ (788,302 ) $ (25,559 ) $ (763,472 )
============= =============== ============= ==============
Allocation of Net Loss
CNL Income Fund X, Ltd. $ (5,667 ) $ (544,401 ) $ (17,651 ) $ (527,254 )
CNL Income Fund XVII, Ltd. (2,539 ) (243,901 ) (7,908 ) (236,218 )
------------- --------------- ------------- --------------
$ (8,206 ) $ (788,302 ) $ (25,559 ) $ (763,472 )
============= =============== ============= ==============
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
4. Investment in Joint Ventures - Continued:
The following presents the combined, condensed financial information
for the unconsolidated joint ventures (including Ocean Shores Joint
Venture) and the properties held as tenants-in-common with affiliates
at:
September 30, December 31,
2002 2001
----------------- ------------------
Land and buildings on operating leases, net $ 11,542,873 $ 9,345,940
Net investment in direct financing lease 635,188 640,381
Real estate held for sale -- 1,760,504
Cash 22,363 31,907
Accounts receivable, less allowance for doubtful
accounts 32,012 74,611
Accrued rental income 99,829 79,333
Other assets 20,415 24,639
Liabilities 9,465 7,593
Partners' capital 12,343,215 11,949,722
Nine Months Ended
Quarter Ended September 30, September 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Revenues $ 352,579 $ 231,019 $ 976,888 $ 867,279
Expenses (77,006 ) (75,105 ) (259,509 ) (204,861 )
Provision for write-down of assets -- (781,741 ) -- (781,741 )
------------- --------------- ------------- ---------------
Income (Loss) from continuing
operations 275,573 (625,827 ) 717,379 (119,323 )
------------- --------------- ------------- ---------------
Discontinued operations:
Revenues -- 54,099 83,018 162,299
Expenses -- (5,637 ) (16,956 ) (41,180 )
Gain on disposal of assets -- -- 872,385 --
------------- --------------- ------------- ---------------
-- 48,462 938,447 121,119
------------- --------------- ------------- ---------------
Net income (loss) $ 275,573 $ (577,365 ) $1,655,826 $ 1,796
============= =============== ============= ===============
The Partnership recognized income of $501,374 and a loss of $172,796
during the nine months ended September 30, 2002 and 2001, respectively,
of which income of $89,270 and a loss of $379,183 were recorded during
the quarters ended September 30, 2002 and 2001, respectively, from
these joint ventures and tenants-in-common.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
5. Discontinued Operations:
In April 2002, the Partnership sold its property in San Marcos, Texas
to a unrelated third party for a sales price of approximately
$1,202,700 and received net sales proceeds of approximately $1,161,100
resulting in a gain of approximately $169,400. In July 2002, the
Partnership entered into a contract with the tenant to sell the
property in Allegan, Michigan (see Note 7). As a result, the
Partnership reclassified the assets from gross investment in direct
financing leases to real estate held for sale. The reclassified assets
were recorded at the lower of their carrying amount or fair value, less
cost to sell. The financial results of these properties are reflected
as Discontinued Operations in the accompanying financial statements.
The operating results of discontinued operations for the above
properties are as follows:
Nine Months Ended
Quarter Ended September 30, September 30,
2002 2001 2002 2001
------------- ------------- ------------ ---------------
Rental revenues $ 17,996 $ 44,502 $ 110,402 $ 134,246
Expenses -- (14,868 ) (5,191 ) (14,868 )
Gain (loss) on disposal of assets -- -- 169,412 --
------------- -------------- ------------- ---------------
Gain from discontinued operations $ 17,796 $ 29,634 $ 274,623 $ 119,378
============= ============== ============= ===============
6. Related Party Transactions:
In January 2002, the Partnership and CNL Income Fund XVIII, Ltd., as
tenants-in-common, acquired a property, in Austin, Texas, for a
purchase price of approximately $1,120,800 (see Note 4). In addition,
in June 2002, the Partnership acquired a property in Houston, Texas for
a purchase price of approximately $1,281,500 (see Note 3) and in a
separate transaction, Ashland Joint Venture acquired a property in San
Antonio, Texas for an approximate cost of $1,343,000 (see Note 4). The
Partnership acquired these Properties from CNL Funding 2001-A, LP, an
affiliate of the general partners. CNL Funding 2001-A, LP had purchased
and temporarily held title to the properties in order to facilitate the
acquisition of the properties by the Partnership and the joint
ventures. The respective purchase prices paid by the Partnership and
the joint ventures represented the costs incurred by CNL Funding
2001-A, LP to acquire and carry the properties.
7. Commitment:
In July 2002, the Partnership entered into an agreement with the tenant
to sell the property in Allegan, Michigan.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund X, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on April 16, 1990, 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, which are leased primarily to operators of national and regional
fast-food and family-style restaurant chains (collectively, the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of
September 30, 2001, the Partnership owned 35 Properties directly and owned 13
Properties indirectly through joint venture and tenancy in common arrangements.
As of September 30, 2002, the Partnership owned 35 Properties directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities (which includes cash received from
tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses) was $2,557,619 and $2,359,504 for the
nine months ended September 30, 2002 and 2001, respectively. The increase in
cash from operating activities for the nine months ended September 30, 2002 was
primarily a result of changes in income and expenses, as described in "Results
of Operations" below.
Other sources and uses of capital included the following during the
nine months ended September 30, 2002.
In January 2002, the Partnership reinvested the proceeds from the 2001
liquidation of Peoria Joint Venture in a Property in Austin, Texas, as
tenants-in-common with CNL Income Fund XVIII, Ltd., a Florida limited
partnership and an affiliate of the general partners. The Partnership acquired
the Property from CNL Funding 2001-A, LP, a Delaware limited partnership and an
affiliate of the general partners. CNL Funding 2001-A, LP had purchased and
temporarily held title to the Property in order to facilitate the acquisition of
the Property by the tenancy in common. The purchase price paid by the tenancy in
common represented the costs incurred by CNL Funding 2001-A, LP to acquire and
carry the Property.
In April 2002, the Partnership sold its Property in San Marcos, Texas
to an unrelated third party for a sales price of approximately $1,202,700 and
received net sales proceeds of approximately $1,161,100 resulting in a gain on
disposal of discontinued operations of approximately $169,400. In May 2002, CNL
Restaurant Investments III Joint Venture, in which the Partnership owns a 50%
interest, sold its Property in Greensboro, North Carolina to the tenant for a
sales price of approximately $1,145,500 and received net sales proceeds of
approximately $1,143,500 resulting in a gain to the joint venture of
approximately $371,500. The Partnership received approximately $571,700 as a
return of capital from the joint venture. In addition, in June 2002, Ashland
Joint Venture, in which the Partnership owns a 10.51% interest, sold its
Property in Ashland, New Hampshire to the tenant for a sales price of
approximately $1,477,500 and received net sales proceeds of $1,472,900 resulting
in a gain to the joint venture of approximately $500,900. The Partnership
reinvested the majority of the net sales proceeds from the sale of the Property
in San Marcos, Texas and a portion of the return of capital received from CNL
Restaurant Investments III Joint Venture in a Property in Houston, Texas at an
approximate cost of $1,281,500. Ashland Joint Venture used the majority of the
proceeds to invest in a Property in San Antonio, Texas at an approximate cost of
$1,343,000. The Partnership and joint venture acquired these Properties from CNL
Funding 2001-A, LP, a Delaware limited partnership and an affiliate of the
general partners. CNL Funding 2001-A, LP had purchased and temporarily held
title to the Properties in order to facilitate the acquisition of the Properties
by the Partnership and joint venture. The purchase price paid by the Partnership
and joint venture represented the costs incurred by CNL Funding 2001-A, LP to
acquire the Properties.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, money market accounts and
certificates of deposit with less than a 90-day maturity date, pending the
Partnership's use of such funds to pay Partnership expenses or to make
distributions to the partners. At September 30, 2002, the Partnership had
$953,218 invested in such short-term investments, as compared to $1,565,888 at
December 31, 2001. The decrease in cash and cash equivalents at September 30,
2002 was primarily a result of the fact that the Partnership used the majority
of the liquidation proceeds received from Peoria Joint Venture to invest in a
Property in Austin, Texas with CNL Income Fund XVIII, Ltd. as tenants-in-common.
The funds remaining at September 30, 2002, after payment of distributions, will
be used to pay other liabilities.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will generate net cash flow in
excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
Total liabilities of the Partnership, including distributions payable,
were $1,044,108 at September 30, 2002, as compared to $1,002,661 at December 31,
2001, primarily due to an increase in real estate taxes payable and amounts due
to related parties. The increase was partially offset by a decrease in rents
paid in advance and deposits at September 30, 2002, as compared to December 31,
2001. Total liabilities at September 30, 2002, to the extent they exceed cash
and cash equivalents at September 30, 2002, will be paid from future cash from
operations and in the event the general partners elect to make additional
contributions, from general partners' contributions.
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 $2,700,003 for each of the nine
months ended September 30, 2002 and 2001 ($900,001 for each applicable quarter.)
This represents distributions for each of the nine months ended of $0.68 per
unit ($0.23 for each applicable quarter.) No distributions were made to the
general partners for the quarters and nine months ended September 30, 2002 and
2001. No amounts distributed to the limited partners for the nine months ended
September 30, 2002 and 2001 are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues for the Partnership were $2,070,276 for the nine
months ended September 30, 2002, as compared to $2,011,076 in the comparable
period of 2001, of which $725,474 and $671,179 were earned during the quarters
ended September 30, 2002 and 2001, respectively. The increase in rental revenues
during 2002 was due to the acquisition of a Property in Houston, Texas, as
described in "Capital Resources" above. Although this Property replaced a
Property that was sold, the rental revenues and expenses related to disposed
Properties are reported as discontinued operations in the financial statements
as required by a newly adopted accounting pronouncement, as described below.
During the quarters and nine months ended September 30, 2002 and 2001
the Partnership did not receive any rental income relating to the Property in
Ft. Pierce, Florida, which has been vacant since 1999. Rental revenues are
expected to remain at reduced amounts until such time as the Partnership
executes a new lease. The Partnership is currently seeking a new tenant for this
Property.
During the nine months ended September 30, 2002 and 2001, the
Partnership also earned $35,924 and $14,703, respectively, in contingent rental
income, of which $12,828 and $5,091 were earned during the quarters ended
September 30, 2002 and 2001. The increase in contingent rental income earned
during the nine months ended September 30, 2002, was partially attributable to
an increase in gross sales of certain restaurant Properties, the leases of which
require the payment of contingent rent.
During the quarters and nine months ended September 30, 2002 and 2001,
the Partnership earned $5,487 and $29,759, respectively, in interest and other
income, of which $1,850 and $3,440 were earned during the quarters ended
September 30, 2002 and 2001. The decrease in interest and other income during
the quarter and nine months ended September 30, 2002, as compared to the same
periods of 2001, was primarily due to a decrease in the average cash balance and
due to a decline in interest rates.
During the nine months ended September 30, 2002 and 2001, the
Partnership recorded income of $501,374 and a loss of $172,796, respectively,
attributable to the net operating results reported by unconsolidated joint
ventures of which income of $89,270 and a loss of $379,183 were recorded during
the quarters ended September 30, 2002 and 2001, respectively. The income
recognized during the quarter and nine months ended September 30, 2002, as
compared to the losses for the same periods of 2001, was primarily attributable
to the fact that in May 2002 CNL Restaurant Investments III Joint Venture, in
which the Partnership owns a 50% interest, sold its Property in Greensboro,
North Carolina to the tenant, as described below. In addition, in June 2002,
Ashland Joint Venture, in which the Partnership owns a 10.51% interest, sold its
Property in Ashland, New Hampshire to the tenant, as described below. These
sales resulted in a net gain of $872,385 to these joint ventures, as described
below.
The increase in net income earned from joint ventures during the
quarter and nine months ended September 30, 2002 was also due to the fact that
in April 2001, the Partnership used a portion of the net sales proceeds received
from the 2000 sale of its Property in Lancaster, New York to invest in a joint
venture arrangement, CNL VIII, X, XII Kokomo Joint Venture, with CNL Income Fund
VIII, Ltd. and CNL Income Fund XII, Ltd., each of which is an affiliate of the
general partners, to purchase and hold one restaurant Property. The increase in
net income earned from the joint ventures was also partially a result of the
fact that in January 2002, the Partnership used the majority of the liquidation
proceeds received from the 2001 dissolution of Peoria Joint venture to invest in
a Property in Austin, Texas with CNL Income Fund XVIII, Ltd., an affiliate of
the general partners, as tenants-in-common. The net income earned by joint
ventures during the nine months ended September 30, 2002, as compared to the
losses for the nine months ended September 30, 2001, was partially due to the
fact that during 2001, the tenant of the Property owned by Ocean Shores Joint
Venture, in which the Partnership owns a 69.06% interest, experienced financial
difficulties, ceased operations and vacated the Property. As a result, during
2001 the joint venture stopped recording rental revenue. In addition, Ocean
Shores Joint Venture recorded a provision for write-down of assets of
approximately $781,700. The provision represented the difference between the
carrying value of the Property and its fair value. The joint venture will not
record rental revenue relating to this Property until it locates a new tenant
for this Property. The joint venture is seeking a new tenant for this Property.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets, were $539,778 and $938,317 for the nine
months ended September 30, 2002 and 2001, respectively, of which $168,231 and
$509,450 were incurred for the quarters ended September 30, 2002 and 2001,
respectively. Operating expenses were higher during the quarter and nine months
ended September 30, 2001, as compared to the same periods of 2002, due to the
fact that the Partnership recorded a provision for write-down of assets of
$306,659 related to the property in Ft. Pierce, Florida, the tenant of which
vacated the Property in 1999 and ceased payment of rents under the terms of its
lease agreement. The provision represented the difference between the carrying
value of the Property at September 30, 2001 and its fair value. In addition,
during the quarter and nine months ended September 30, 2001, the Partnership
recorded a provision for write-down of assets in the amount of $84,527 in
connection with the anticipated sale of the Property in North Richland Hills,
Texas. The contract for the sale of this Property was subsequently terminated.
The decrease in operating expenses during the quarter and nine months
ended September 30, 2002, as compared to the same periods of 2001, was primarily
the result of a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties. The decrease in operating expenses
during the quarter and nine months ended September 30, 2002, as compared to the
same periods of 2001, was partially offset by the fact that during the nine
months ended September 30, 2002, the Partnership elected to reimburse the tenant
of the Property in Las Cruces, New Mexico for certain renovation costs.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement requires that a long-lived asset
be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when the
carrying amount of a long-lived asset exceeds its fair value. If an impairment
is recognized, the adjusted carrying amount of a long-lived asset is its new
cost basis. The statement also requires that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a discontinued operation if the disposal activity was
initiated subsequent to the adoption of the Standard.
During the nine months ended September 30, 2002, the Partnership
identified and sold a Property that met the criteria of this standard and was
classified as Discontinued Operations in the accompanying financial statements.
The Partnership reinvested the proceeds from the sale of this Property in an
additional income producing Property.
In addition, during the nine months ended September 30, 2002, CNL
Restaurant Investments III Joint Venture and Ashland Joint Venture each
identified and sold a Property that met the criteria of this standard. The
financial results of these Properties are reflected as Discontinued Operations
in the condensed joint venture financial information presented in the footnotes
to the accompanying financial statements. The tenants exercised their option to
purchase the Properties under the terms of their respective leases and the
proceeds from the sales were reinvested in additional income producing
Properties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund X, Ltd. (Included as Exhibit 3.3
to Post-Effective Amendment No. 4 to Registration
Statement No. 33-35049 on Form S-11 and incorporated
herein by reference.)
10.1 Management Agreement between CNL Income Fund X, Ltd.
and CNL Investment Company (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on March 17, 1998, 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 13, 2001, and
incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the
Securities and Exchange Commission on August 13,
2002, and incorporated herein by reference.)
99.1 Certification of Chief Executive Officer. of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sabanes Oxley Act of 2002.
99.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sabanes Oxley
Act of 2002.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 2002.
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 November, 2002.
CNL INCOME FUND X, LTD.
By:CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
---------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
---------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund X, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ James M. Seneff, Jr.
- ---------------------------
James M. Seneff, Jr.
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund X, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ Robert A. Bourne
- ---------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.2 Affidavit and Certificate of Limited Partnership of CNL
Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.3 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund X, Ltd. (Included as Exhibit 3.3 to
Post-Effective Amendment No. 4 to Registration
Statement No. 33-35049 on Form S-11 and incorporated
herein by reference.)
10.1 Management Agreement between CNL Income Fund X, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 17, 1998, 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.)
10.6 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.)
10.7 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 13, 2001, and
incorporated herein by reference.)
10.8 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2002, and
incorporated herein by reference.)
99.1 Certification of Chief Executive Officer. of
Corporate General Partner. Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sabanes Oxley Act of 2002.
99.2 Certification of Chief Financial Officer of Corporate
General Partner. Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sabanes
Oxley Act of 2002.
EXHIBIT 99.1
EXHIBIT 99.2