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, 2003
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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 ____
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 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
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,
2003 2002
------------------ -----------------
ASSETS
Real estate properties with operating leases, net $ 13,906,418 $ 14,133,871
Net investment in direct financing leases 8,321,611 8,592,987
Investment in joint ventures 4,349,937 4,117,921
Cash and cash equivalents 1,132,267 1,287,619
Receivables -- 47,784
Accrued rental income, less allowance for doubtful accounts of
$4,841 in 2003 and 2002 1,279,623 1,319,652
Other assets 93,911 92,523
------------------ -----------------
$ 29,083,767 $ 29,592,357
================== =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 15,899 $ 4,532
Real estate taxes payable 22,034 12,836
Distributions payable 900,001 900,001
Due to related parties 20,298 17,330
Rents paid in advance and deposits 162,584 146,802
------------------ -----------------
Total liabilities 1,120,816 1,081,501
Minority interest 61,533 62,980
Partners' capital 27,901,418 28,447,876
------------------ -----------------
$ 29,083,767 $ 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- -------------- ------------- -------------
Revenues:
Rental income from operating leases $ 487,211 $ 493,857 $1,455,237 $1,400,939
Earned income from direct financing leases 224,097 249,613 679,575 723,062
Contingent rental income 4,093 5,777 11,275 35,924
Interest and other income 114 1,850 394 5,487
------------- -------------- ------------- -------------
715,515 751,097 2,146,481 2,165,412
------------- -------------- ------------- -------------
Expenses:
General operating and administrative 64,420 70,479 215,673 232,515
Property related 6,813 4,853 15,000 25,090
State and other taxes -- -- 49,502 31,076
Depreciation and amortization 77,822 76,603 231,243 222,482
------------- -------------- ------------- -------------
149,055 151,935 511,418 511,163
------------- -------------- ------------- -------------
Income Before Minority Interest in Income of Consolidated
Joint Venture and Equity in Earnings of
Unconsolidated Joint Ventures 566,460 599,162 1,635,063 1,654,249
Minority Interest in Income of Consolidated Joint
Venture (2,035 ) (2,107 ) (6,102 ) (6,172 )
Equity in Earnings of Unconsolidated Joint Ventures 370,078 89,270 524,584 501,374
------------- -------------- ------------- -------------
Income from Continuing Operations 934,503 686,325 2,153,545 2,149,451
------------- -------------- ------------- -------------
Discontinued Operations
Income (loss) from discontinued operations -- (9,245 ) -- 22,871
Gain on disposal of discontinued operations -- -- -- 169,412
------------- -------------- ------------- -------------
-- (9,245 ) -- 192,283
------------- -------------- ------------- -------------
Net Income $ 934,503 $ 677,080 $2,153,545 $2,341,734
============= ============== ============= =============
Income Per Limited Partner Unit
Continuing operations $ 0.23 $ 0.17 $ 0.54 $ 0.54
Discontinued operations -- -- -- 0.05
------------- -------------- ------------- -------------
$ 0.23 $ 0.17 $ 0.54 $ 0.59
============= ============== ============= =============
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,
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 2,153,545 3,027,152
Distributions ($0.68 and $0.90 per limited partner
unit, respectively) (2,700,003 ) (3,600,004 )
--------------------- ------------------
27,648,483 28,194,941
--------------------- ------------------
Total partners' capital $ 27,901,418 $ 28,447,876
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Month Ended
September 30,
2003 2002
-------------- ---------------
Net Cash Provided by Operating Activities $ 2,552,200 $ 2,557,619
-------------- ---------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,281,467 )
Proceeds from sale of assets -- 1,161,056
Investment in joint venture -- (915,171 )
Return of capital from joint venture -- 571,744
-------------- ---------------
Net cash used in investing activities -- (463,838 )
-------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,700,003 ) (2,700,003 )
Distributions to holder of minority interest (7,549 ) (6,446 )
-------------- ---------------
Net cash used in financing activities (2,707,552 ) (2,706,449 )
-------------- ---------------
Net Decrease in Cash and Cash Equivalents (155,352 ) (612,668 )
Cash and Cash Equivalents at Beginning of Period 1,287,619 1,565,886
-------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,132,267 $ 953,218
============== ===============
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, 2003 and 2002
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and nine months ended September 30, 2003, may
not be indicative of the results that may be expected for the year
ending December 31, 2003. Amounts as of December 31, 2002, included in
the financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund 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, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of
Variable Interest Entities" to expand upon and strengthen existing
accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with
variable interest entities (more commonly referred to as
special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company
if that company is subject to a majority risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. Prior to FIN 46, a company generally
included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period ending after December 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements of the
Partnership's unconsolidated joint ventures, which are currently
accounted for under the equity method. However, such consolidation is
not expected to significantly impact the Partnership's results of
operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity" ("FAS 150"). FAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. FAS 150 will require
issuers to classify certain financial instruments as liabilities (or
assets in some circumstances) that previously were classified as
equity. One requirement of FAS 150 is that minority interests for
majority owned finite lived entities be classified as a liability and
recorded at fair market value. FAS 150 initially applied immediately to
all financial instruments entered into or modified after May 31, 2003,
and otherwise was effective at the beginning of the first interim
period beginning after June 15, 2003. Effective October 29, 2003, the
FASB deferred implementation of FAS 150 as it applies to minority
interests of finite lived Partnerships. The deferral of these
provisions is expected to remain in effect while these interests are
addressed in either Phase II of the FASB's Liabilities and Equity
project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these
provisions has been stated. The implementation of the currently
effective aspects of FAS 150 did not have an impact on the
Partnership's results of operations.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
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. Investment in Joint Ventures
In September 2003, Ocean Shores Joint Venture, in which the Partnership
owns a 69.06% interest, sold its vacant property in Ocean Shores,
Washington to a third party and recorded a gain on disposal of assets
of approximately $413,700. The joint venture had recorded a provision
for write-down of assets in a previous year relating to this property.
The financial results relating to the property in Ocean Shores,
Washington and the properties sold in 2002 by CNL Restaurant
Investments III and by Ashland Joint Venture are classified as
Discontinued Operations in the condensed financial information
presented below.
CNL Restaurant Investments III owns five properties. Ashland Joint
Venture, Williston Real Estate Joint Venture, CNL VIII, X, XII Kokomo
Joint Venture and the Partnership and affiliates as
tenants-in-common-in three separate tenancy-in-common arrangements,
each own one property.
The following presents the combined, condensed financial information
for the unconsolidated joint ventures and the properties held as
tenants-in-common with affiliates at:
September 30, December 31,
2003 2002
----------------- ------------------
Real estate properties with operating leases, net $ 10,896,431 $ 11,096,447
Net investment in direct financing leases 620,504 633,362
Real estate held for sale -- 377,303
Cash 880,080 31,871
Receivables, less allowance for doubtful accounts -- 20,476
Accrued rental income 79,333 79,333
Other assets 31,279 27,511
Liabilities 13,534 11,670
Partners' capital 12,494,093 12,254,633
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
3. Investment in Joint Ventures - Continued
Quarter Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Revenues $ 339,562 $ 356,273 $1,021,311 $ 976,888
Expenses (69,741 ) (81,440 ) (247,588 ) (233,950 )
------------- -------------- ------------- --------------
Income from continuing operations 269,821 274,833 773,723 742,938
------------- -------------- ------------- --------------
Discontinued operations:
Income (loss) from discontinued
operations (3,905 ) 740 (15,623 ) 40,502
Gain on disposal of discontinued
operations 413,665 -- 413,665 872,385
------------- -------------- ------------- --------------
409,760 740 398,042 912,887
------------- -------------- ------------- --------------
Net income $ 679,581 $ 275,573 $1,171,765 $ 1,655,825
============= ============== ============= ==============
The Partnership recognized income totaling $524,584 and $501,374 during
the nine months ended September 30, 2003 and 2002, respectively, from
these joint ventures and the properties held as tenants-in-common with
affiliates, of which $370,078 and $89,270 were earned during the
quarters ended September 30, 2003 and 2002, respectively.
4. 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 nine months ended September
30:
2003 2002
--------------- ---------------
Golden Corral Corporation $ 529,720 $ 539,244
Carrols Corp. and Texas Taco Cabana, LP
(under common control of Carrols Corp.) 335,469 N/A
Jack in the Box Inc. and Jack in the Box
Eastern Division, L.P. 283,237 353,724
Shoney's, Inc. 250,248 N/A
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
4. Concentration of Credit Risk - Continued
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 nine months ended September 30:
2003 2002
------------- -------------
Golden Corral Family Steakhouse
Restaurants $ 529,720 $ 539,244
Burger King 457,098 491,368
Jack in the Box 283,237 353,725
Hardee's 276,554 284,953
The information denoted by N/A indicates that for each period
presented, the tenant or group of affiliated tenants 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 will significantly impact the results of operations of the
Partnership if the Partnership is not able to re-lease the properties
in a timely manner.
5. Subsequent Event
In October 2003, Ocean Shores Joint Venture was dissolved and the
Partnership received approximately $542,700 as its pro-rata share of
the liquidating distribution from the joint venture. No gain or loss
was recognized related to the dissolution. The Partnership owned a
69.06% interest in this joint venture.
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, 2002, the Partnership owned 35 Properties directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.
As of September 30, 2003, the Partnership owned 34 Properties directly and 12
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $2,552,200 and $2,557,619 for the
nine months ended September 30, 2003 and 2002, respectively. Other sources and
uses of cash included the following during the nine months ended September 30,
2003.
In September 2003, Ocean Shores Joint Venture, in which the Partnership
owns a 69.06% interest, sold its Property in Ocean Shores, Washington to a third
party and received net sales proceeds of $787,700, resulting in a gain to the
joint venture of approximately $413,700. The joint venture had recorded
provisions for write-down of assets relating to this Property in a previous
year. In October 2003, the Partnership received approximately $542,700 as its
pro-rata share of the liquidating distribution from the joint venture. The
Partnership intends to use these proceeds to pay liabilities of the Partnership,
including distributions to the Limited Partners.
Cash and cash equivalents were $1,132,267 and $1,287,619 at September
30, 2003 and December 31, 2002, respectively. At September 30, 2003, these funds
were held in demand deposit accounts at commercial banks. The funds remaining at
September 30, 2003, after the payment of distributions and other liabilities,
will be used to meet the Partnership's working capital needs and to invest in an
additional Property.
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 $2,700,003 for each of the nine months
ended September 30, 2003 and 2002 ($900,001 for each applicable quarter). This
represents distributions of $0.68 per unit for each of the nine months ended
September 30, 2003 and 2002 ($0.23 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended September 30, 2003 and 2002. No amounts distributed to the limited
partners for the nine months ended September 30, 2003 and 2002 are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $1,120,816 at
September 30, 2003, as compared to $1,081,501 at 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 $2,134,812 during the nine months ended
September 30, 2003, as compared to $2,124,001 during the same period of 2002,
$711,308 and $743,470 of which were earned during the third quarter of 2003 and
2002, respectively. Rental revenues increased during the nine months ended
September 30, 2003 because the Partnership acquired a Property in Houston, Texas
in June 2002. This was partially offset by the fact that during the quarter
ended September 30, 2002 the Partnership collected amounts related to the
Properties in Las Cruces and Albuquerque, New Mexico which had been deferred in
a prior year.
The Partnership also earned $11,275 in contingent rental income during
the nine months ended September 30, 2003, as compared to $35,924 during the same
period of 2002, $4,093 and $5,777 of which were earned during the third quarters
of 2003 and 2002, respectively. The decrease in contingent rental income during
the nine months ended September 30, 2003 was primarily due to lower reported
sales and due to a decrease in contingent rental income relating to the Property
in Las Cruces, New Mexico as a result of a lease amendment.
The Partnership also earned $524,584 attributable to net income earned
by unconsolidated joint ventures during the nine months ended September 30,
2003, as compared to $501,374 during the same period of 2002, $370,078 and
$89,270 of which were earned during the quarters ended September 30, 2003 and
2002, respectively. Net income earned by joint ventures was higher during the
quarter and nine months ended September 30, 2003, as compared to the same
periods of 2002, because in September 2003, Ocean Shores Joint Venture, in which
the Partnership owns a 69.06% interest, sold its vacant Property in Ocean
Shores, Washington to a third party and recorded a gain of approximately
$413,700. The Partnership recorded its pro-rata share of this gain as equity in
earnings of joint ventures. In October 2003, the joint venture was liquidated.
The increase in net income earned by joint ventures during the quarter and nine
months ended September 30, 2003, was partially offset by 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. 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.
These sales resulted in a net gain of $872,400 to these joint ventures. The
Partnership recorded its pro-rata share of this gain as equity in earnings of
joint ventures. During 2002, the Partnership received a return of capital from
CNL Restaurant Investments III and reinvested these proceeds in a wholly owned
Property in Houston, Texas. As a result, rental revenues increased while income
earned by joint ventures decreased.
During the nine months ended September 30, 2003, four lessees (or
groups of affiliated tenants) of the Partnership, Golden Corral Corporation,
Carrols Corporation and Texas Taco Cabana, LP (which are affiliated entities
under common control, hereinafter referred to as Carrols Corp.), Jack in the Box
Inc. and Jack in the Box Eastern Division, 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 nine
months ended September 30, 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 operating results if the Partnership is
not able to re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $511,418 during the nine months ended September 30, 2003, as compared to
$511,163 during the same period of 2002, $149,055 and $151,935 of which were
incurred during the quarters ended September 30, 2003 and 2002, respectively.
While operating expenses in total remained constant during the nine months ended
September 30, 2003 there was an increase in depreciation expense as a result of
the acquisition of the Property in Houston, Texas and an increase in state tax
expense relating to several states in which the Partnership conducts business.
These increases during the nine months ended September 30, 2003 were partially
offset by a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties. Property related expenses were
higher during the nine months ended September 30, 2002 because the Partnership
elected to reimburse the tenant of the Property in Las Cruces, New Mexico for
certain renovation costs.
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. In April 2002, the Partnership sold its
Property in San Marcos, Texas and recognized a gain on disposal of discontinued
operations of $169,412. The Partnership sold the Property in Ft. Pierce, Florida
in December 2002. The Partnership recognized a net rental loss (rental revenues
less Property related expenses) of $9,245 and net rental income of $22,871
during the quarter and nine months ended September 30 2002, respectively,
relating to these Properties.
In January 2003, the Financial Accounting Standard Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities" to expand upon and strengthen existing accounting guidance
that addresses when a company should include the assets, liabilities and
activities of another entity in its financial statements. To improve financial
reporting by companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company if that
company is subject to a majority risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated financial statements only if it controlled the entity through
voting interests. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and to older
entities, in the first fiscal year or interim period ending after December 15,
2003. The general partners believe adoption of this standard may result in
either consolidation or additional disclosure requirements of the Partnership's
unconsolidated joint ventures, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. FAS 150 will require issuers to classify certain
financial instruments as liabilities (or assets in some circumstances) that
previously were classified as equity. One requirement of FAS 150 is that
minority interests for majority owned finite lived entities be classified as a
liability and recorded at fair market value. FAS 150 initially applied
immediately to all financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. Effective October 29, 2003, the FASB deferred
implementation of FAS 150 as it applies to minority interests of finite lived
Partnerships. The deferral of these provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and Equity project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these provisions has
been stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. 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.)
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
September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 13th day of November 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)
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.)
4.3 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.)
10.3 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.)
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