FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2003
--------------------------------------
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 _________
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 X, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
--------------- -----------------
ASSETS
Real estate with operating leases, net $14,058,424 $ 14,133,871
Net investment in direct financing leases 8,504,935 8,592,987
Investment in joint ventures 4,087,224 4,117,921
Cash and cash equivalents 1,253,765 1,287,619
Receivables -- 47,784
Accrued rental income, less allowance for doubtful accounts of
$4,841 in 2003 and 2002 1,306,309 1,319,652
Other assets 85,056 92,523
--------------- -----------------
$29,295,713 $ 29,592,357
=============== =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 45,483 $ 4,532
Real estate taxes payable 7,943 12,836
Distributions payable 900,001 900,001
Due to related parties 18,826 17,330
Rents paid in advance and deposits 132,006 146,802
--------------- -----------------
Total liabilities 1,104,259 1,081,501
Minority interest 61,737 62,980
Partners' capital 28,129,717 28,447,876
--------------- -----------------
$29,295,713 $ 29,592,357
=============== =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2003 2002
--------------- --------------
Revenues:
Rental income from operating leases $ 485,526 $ 455,293
Earned income from direct financing leases 228,931 237,751
Contingent rental income -- 25,206
Interest and other income 212 1,032
--------------- --------------
714,669 719,282
--------------- --------------
Expenses:
General operating and administrative 83,449 88,527
Property expenses 2,709 4,726
State and other taxes 42,768 27,666
Depreciation and amortization 76,710 67,326
--------------- --------------
205,636 188,245
--------------- --------------
Income Before Minority Interest in Income of Consolidated Joint
Venture and Equity in Earnings of Unconsolidated Joint Ventures
509,033 531,037
Minority Interest in Income of Consolidated
Joint Venture (2,081) (2,037 )
Equity in Earnings of Unconsolidated Joint Ventures 74,890 82,433
--------------- --------------
Income from Continuing Operations 581,842 611,433
--------------- --------------
Discontinued Operations
Income from discontinued operations -- 15,533
--------------- --------------
Net Income $ 581,842 $ 626,966
=============== ==============
Income Per Limited Partner Unit
Continuing operations $ 0.15 $ 0.15
Discontinued operations -- 0.01
-------------- ---------------
$ 0.15 $ 0.16
=============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 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
Quarter Ended Year Ended
March 31, December 31,
2003 2002
------------------- ------------------
General partners:
Beginning balance $ 252,935 $ 252,935
Net income -- --
------------------- ------------------
252,935 252,935
------------------- ------------------
Limited partners:
Beginning balance 28,194,941 28,767,793
Net income 581,842 3,027,152
Distributions ($0.23 and $0.90 per limited partner
unit, respectively) (900,001 ) (3,600,004 )
------------------- ------------------
27,876,782 28,194,941
------------------- ------------------
Total partners' capital $ 28,129,717 $ 28,447,876
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2003 2002
-------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 869,471 $ 970,776
-------------- ---------------
Cash Flows from Investing Activities:
Investment in joint venture -- (915,171 )
-------------- ---------------
Net cash used in investing activities -- (915,171 )
-------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (900,001 ) (900,001 )
Distributions to holder of minority interest (3,324 ) (2,135 )
-------------- ---------------
Net cash used in financing activities (903,325 ) (902,136 )
-------------- ---------------
Net Decrease in Cash and Cash Equivalents (33,854 ) (846,531 )
Cash and Cash Equivalents at Beginning of Quarter 1,287,619 1,565,888
-------------- ---------------
Cash and Cash Equivalents at End of Quarter $ 1,253,765 $ 719,357
============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 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 Ended March 31, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary to a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2003, may not be indicative of
the results that may be expected for the year ending December 31, 2003.
Amounts as of December 31, 2002, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund X, Ltd. (the "Partnership") for the year ended December 31,
2002.
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.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. Consolidation of variable interest entities will provide
more complete information about the resources, obligations, risks and
opportunities of the consolidated company. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements with respect to the
Partnership's unconsolidated joint ventures or properties held with
affiliates of the general partners as tenants-in-common, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
----------------
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Concentration of Credit Risk:
----------------------------
The following schedule presents total rental revenues from individual
lessees, or affiliated groups of lessees, each representing more than
10% of the Partnership's total rental revenues (including the
Partnership's share of total rental revenues from unconsolidated joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners) for each of the quarters ended March 31:
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
3. Concentration of Credit Risk-Continued:
--------------------------------------
2003 2002
--------------- ---------------
Golden Corral Corporation $ 176,036 $ 192,473
Carrols Corp. 107,699 N/A
Jack in the Box Inc. and Jack in
the Box Eastern Division, L.P.
95,722 126,917
Shoney's Inc. 83,416 N/A
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than 10% of the
Partnership's total rental revenues (including the Partnership's share
of total rental revenues from unconsolidated joint ventures and the
properties held as tenants-in-common with affiliates of the general
partners) for each of the quarters ended March 31:
2003 2002
--------------- ---------------
Golden Corral Family
Steakhouse Restaurant $ 176,037 $ 192,473
Burger King 148,593 172,209
Jack in the Box 95,722 126,917
Hardee's 93,018 95,958
The information denoted by N/A indicates that for each period
presented, the tenant did not represent more than 10% of the
Partnership's total rental revenues.
Although the Partnership's properties have some geographic diversity in
the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any one of these lessees or restaurant
chains could significantly impact the results of operations of the
Partnership if the Partnership is not able to re-lease the properties
in a timely manner.
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 March
31, 2002, the Partnership owned 36 Properties directly and 13 Properties
indirectly through joint venture or tenancy in common arrangements. As of March
31, 2003, the Partnership owned 34 Properties directly and 13 Properties
indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $869,471 and $970,776 for the
quarters ended March 31, 2003 and 2002, respectively. The decrease in cash from
operating activities for the quarter ended March 31, 2003 was a result of
changes in the Partnership's working capital and changes in income and expenses.
At March 31, 2003, the Partnership had $1,253,765 in cash and cash
equivalents as compared to $1,287,619 at December 31, 2002. The funds remaining
at March 31, 2003, after payment of distributions and other liabilities, will be
used 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 continue to generate cash
flows 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 funds are available for distribution. Based
on current and anticipated future cash from operations, the Partnership declared
distributions to limited partners of $900,001 for each of the quarters ended
March 31, 2003 and 2002. This represents distributions for each applicable
quarter of $0.23 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2003 and 2002. No amounts distributed to the
limited partners for the quarters ended March 31, 2003 and 2002 are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $1,104,259 at March 31, 2003, as compared to $1,081,501 at December 31,
2002, primarily due to an increase in accounts payable. The increase was
partially offset by a decrease in real estate taxes payable and rents paid in
advance and deposits at March 31, 2003, as compared to December 31, 2002. The
general partners believe that the Partnership has sufficient cash on hand to
meet current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $714,457 during the quarter ended March 31,
2003, as compared to $693,044 during the same period of 2002. Rental revenues
increased during 2003 because the Partnership acquired a Property in Houston,
Texas in June 2002.
The Partnership also earned $25,206 in contingent rental income during
the quarter ended March 31, 2002. The Partnership did not recognize contingent
rental income during the quarter ended March 31, 2003. The decrease in
contingent rental income was primarily due to a decrease in contingent rental
income relating to the Property in Las Cruces, New Mexico as a result of a lease
amendment.
During the quarter ended March 31, 2003, the Partnership earned $74,890
attributable to net income earned by joint ventures, as compared to $82,433
during the same period of 2002. The decrease in net income earned by joint
ventures during the quarter ended March 31, 2003 was primarily attributable to
the fact that in May 2002, CNL Restaurant Investments III, in which the
Partnership owns a 50% interest, sold its Property in Greensboro, North Carolina
to the tenant. During 2002, the Partnership received approximately $571,700 as a
return of capital from the joint venture and reinvested the return of capital in
a Property in Houston, Texas. As a result, rental revenues increased while
income earned by joint ventures decreased.
During the quarters ended March 31, 2003 and 2002, Ocean Shores Joint
Venture, in which the Partnership owns a 69.06% interest, did not record rental
revenues because the tenant of the Property owned by this joint venture
experienced financial difficulties and vacated the Property in April 2001. In
March 2003, the joint venture executed a termination of the tenant's lease
rights and the tenant surrendered the premises. The joint venture is currently
seeking a replacement tenant. The lost revenues resulting from the vacant
Property will continue to have an adverse effect on the equity in earnings of
joint ventures until the joint venture re-leases the Property.
During the quarter ended March 31, 2003, four lessees (or groups of
affiliated tenants) of the Partnership, Golden Corral Corp., Carrols Corp., Jack
in the Box Inc. and Jack in the Box Eastern Divison, L.P. (which are affiliated
entities under common control of Jack in the Box Inc.) and Shoney's, Inc. each
contributed more than 10% of the Partnership's total rental revenues (including
the Partnership's share of rental revenues from Properties owned by joint
ventures and Properties owned with affiliates of the general partners as
tenants-in-common). It is anticipated that based on the minimum rental payments
required by the leases, these four lessees will continue to contribute more than
10% of the Partnership's total rental revenues. In addition, during the quarter
ended March 31, 2003, four restaurant chains, Golden Corral Family Steakhouse
Restaurants, Burger King, Jack in the Box and Hardee's each accounted for more
than 10% of the Partnership's total rental revenues (including the Partnership's
share of rental revenues from the Properties owned by joint ventures and
Properties owned with affiliates as tenants-in-common). It is anticipated that
these four restaurant chains will each continue to account for more than 10% of
the total rental revenues to which the Partnership is entitled under the terms
of the leases. Any failure of these lessees or restaurant chains will materially
affect the Partnership's income if the Partnership is not able to re-lease the
Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $205,636 during the quarter ended March 31, 2003, as compared to $188,245
during the same period of 2002. The increase in operating expenses during the
quarter ended March 31, 2003 was due to higher depreciation expense as a result
of the acquisition of the Property in Houston, Texas and due to an increase in
state tax expense relating to several states in which the Partnership conducts
business.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized net rental income
(rental revenues less Property related expenses) of $15,533 relating to these
Properties during the quarter ended March 31, 2002. The Partnership sold the
Properties in San Marcos, Texas and Ft. Pierce, Florida subsequent to March 31,
2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of variable
interest entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The general
partners believe adoption of this standard may result in either consolidation or
additional disclosure requirements with respect to the Partnership's
unconsolidated joint ventures or properties held with affiliates of the general
partners as tenants-in-common, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
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 Sarbanes-Oxley Act of 2002. (Filed
herewith.)
99.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of May, 2003.
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: May 12, 2003
/s/ James M. Seneff, Jr.
- ------------------------
James M. Seneff, Jr.
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund 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: May 12, 2003
/s/ Robert A. Bourne
- ---------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) 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 Sarbanes-Oxley Act
of 2002. (Filed herewith.)
99.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
EXHIBIT 99.1
EXHIBIT 99.2