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 June 30, 2004
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _______________________ to ______________________
Commission file number
0-20016
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CNL Income Fund X, Ltd.
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(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
June 30, December 31,
2004 2003
-------------- --------------
ASSETS
Real estate properties with operating leases, net $ 13,393,758 $ 13,544,970
Net investment in direct financing leases 7,477,604 7,666,525
Real estate held for sale 938,167 938,167
Investment in joint ventures 3,900,298 3,960,989
Cash and cash equivalents 1,361,055 1,457,105
Receivables -- 20,513
Due from related parties -- 619
Accrued rental income, less allowance for doubtful accounts of
$4,547 and $4,841, respectively 1,129,368 1,174,958
Other assets 89,015 86,000
-------------- --------------
$ 28,289,265 $ 28,849,846
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 34,327 $ 6,802
Real estate taxes payable 17,959 13,589
Distributions payable 900,001 900,001
Due to related parties 25,314 14,269
Rents paid in advance and deposits 168,788 162,548
-------------- --------------
Total liabilities 1,146,389 1,097,209
Minority interest 60,138 61,095
Commitment (Note 4)
Partners' capital 27,082,738 27,691,542
-------------- --------------
$ 28,289,265 $ 28,849,846
============== ==============
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 479,045 $ 478,566 $ 957,248 $ 949,713
Earned income from direct financing leases 201,679 211,251 405,888 424,710
Contingent rental income 5,314 1,961 13,656 7,182
Interest and other income 363 68 442 280
-------------- -------------- -------------- --------------
686,401 691,846 1,377,234 1,381,885
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 101,976 67,804 201,289 151,253
Property related 10,030 5,478 10,172 8,187
State and other taxes 5,777 6,734 45,247 49,502
Depreciation and amortization 78,483 76,711 155,839 153,421
-------------- -------------- -------------- --------------
196,266 156,727 412,547 362,363
-------------- -------------- -------------- --------------
Income before minority interest and equity in earnings of
unconsolidated joint ventures
490,135 535,119 964,687 1,019,522
Minority interest (2,010) (1,986) (3,937) (4,067)
Equity in earnings of unconsolidated joint ventures 90,843 79,616 166,933 154,506
-------------- -------------- -------------- -------------
Income from continuing operations 578,968 612,749 1,127,683 1,169,961
-------------- -------------- -------------- -------------
Discontinued operations:
Income from discontinued operations 31,758 24,451 63,515 49,081
-------------- -------------- -------------- -------------
Net income $ 610,726 $ 637,200 $ 1,191,198 $ 1,219,042
============== ============== ============== =============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.15 $ 0.28 $ 0.29
Discontinued operations 0.01 0.01 0.02 0.01
-------------- -------------- -------------- -------------
$ 0.15 $ 0.16 $ 0.30 $ 0.30
============== ============== ============== =============
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.
2
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
------------------ ------------------
General partners:
Beginning balance $ 252,935 $ 252,935
Net income -- --
------------------ ------------------
252,935 252,935
------------------ ------------------
Limited partners:
Beginning balance 27,438,607 28,194,941
Net income 1,191,198 2,843,670
Distributions ($0.45 and $0.90 per limited partner
unit, respectively) (1,800,002) (3,600,004)
------------------ ------------------
26,829,803 27,438,607
------------------ ------------------
Total partners' capital $ 27,082,738 $ 27,691,542
================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 1,708,846 $ 1,686,181
-------------- --------------
Cash flows from financing activities:
Distributions to limited partners (1,800,002) (1,800,002)
Distributions to holder of minority interest (4,894) (4,984)
-------------- --------------
Net cash used in financing activities (1,804,896) (1,804,986)
-------------- --------------
Net decrease in cash and cash equivalents (96,050) (118,805)
Cash and cash equivalents at beginning of period 1,457,105 1,287,619
-------------- --------------
Cash and cash equivalents at end of period $ 1,361,055 $ 1,168,814
============== ==============
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.
4
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2004, may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund X, Ltd. (the "Partnership") for the year ended December 31,
2003.
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 joint venture. All significant intercompany accounts
and transactions have been eliminated.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership adopted FIN 46R during the quarter ended March 31,
2004. The Partnership was not the primary beneficiary of a variable
interest entity at the time of adoption of FIN 46R, therefore the
adoption had no effect on the balance sheet, partners' capital or net
income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
During 2003, the Partnership identified for sale one property that is
classified as discontinued operations in the accompanying financial
statements.
The operating results of this property are reflected as discontinued
operations as follows:
Quarter Ended June 30, Six Months Ended June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ 32,008 $ 24,451 $ 64,015 $ 49,0811
Expenses (250) -- (500) --
-------------- -------------- -------------- --------------
Income from discontinued
operations $ 31,758 $ 24,451 $ 63,515 $ 49,0811
============== ============== ============== ==============
5
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
4. Commitment
In May 2004, the Partnership entered into an agreement with a third
party to sell the property in Romulus, Michigan. In July 2004, the
Partnership sold this property.
5. Subsequent Events
In July 2004, the Partnership sold the property in Romulus, Michigan
for approximately $1,497,400 and received net sales proceeds of
approximately $1,461,300 resulting in a gain of approximately $523,100,
which will be recognized in the third quarter of 2004.
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $34.22 million, consisting of
approximately $28.62 million in cash and approximately $5.60 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $205,000 consisting
of approximately $171,000 in cash and approximately $34,000 in
preferred stock.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund X, Ltd. (the "Partnership," which may be referred to as
"we," "us," or "our") 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 June 30, 2003 and 2004, we owned 34 Properties
directly and 13 Properties indirectly through joint venture or tenancy in common
arrangements.
Capital Resources
Net cash provided by operating activities was $1,708,846 and $1,686,181
for the six months ended June 30, 2004 and 2003, respectively.
At June 30, 2004, we had $1,361,055 in cash and cash equivalents as
compared to $1,457,105 at December 31, 2003. At June 30, 2004, these funds were
held in demand deposit accounts at a commercial bank. The funds remaining at
June 30, 2004, after payment of distributions and other liabilities, may be used
to invest in additional Properties and to meet our working capital needs.
In May 2004, we entered into an agreement with a third party to sell
the Property in Romulus, Michigan. In July 2004, we sold the Property and
received net sales proceeds of approximately $1,461,300 resulting in a gain on
disposal of discontinued operations of approximately $523,100, which will be
recognized in the third quarter of 2004. The general partners may reinvest the
net sales proceeds in an additional Property and use the sales proceeds to meet
our working capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will continue to generate cash flows in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to limited partners of
$1,800,002 for each of the six months ended June 30, 2004 and 2003 ($900,001 for
each applicable quarter). This represents distributions of $0.45 per unit for
each of the six months ended June 30, 2004 and 2003 ($0.23 per unit for each
applicable quarter). No distributions were made to the general partners for the
quarters and six months ended June 30, 2004 and 2003. No amounts distributed to
the limited partners for the six months ended June 30, 2004 and 2003 are
required to be or have been treated as a return of capital for purposes of
calculating the limited partners' return on their adjusted capital
contributions. We intend to continue to make distributions of cash to the
limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $1,146,389 at
June 30, 2004, as compared to $1,097,209 at December 31, 2003. The increase in
liabilities was primarily due to an increase in accounts payable and accrued
expenses and amounts due to related parties. The general partners believe that
we have sufficient cash on hand to meet our current working capital needs.
7
Contractual Obligations, Contingent Liabilities, and Commitments
In May 2004, we entered into an agreement to sell the Property in
Romulus, Michigan. In July 2004, we sold the Property, as described above.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $1,363,136 during the
six months ended June 30, 2004, as compared to $1,374,423 during the same period
of 2003, $680,724 and $689,817 of which were earned during the second quarter of
2004 and 2003, respectively. Rental revenues from continuing operations remained
relatively constant, as the leased property portfolio did not change.
We earned $13,656 of contingent rental income during the six months
ended June 30, 2004, as compared to $7,182 during the same period of 2003,
$5,314 and $1,961 of which were earned during the second quarters of 2004 and
2003, respectively. The increase in contingent rental income was attributable to
an increase in the reported sales of certain restaurant Properties, the leases
of which require the payment of contingent rent.
In December 2003, Waving Leaves, Inc., the tenant of the Property in
Ravenna, Ohio filed for Chapter 11 bankruptcy protection. In May 2004, the lease
was assigned to and assumed by Hardee's Food Systems, Inc. As of August 9, 2004,
we have received all rental payments relating to this lease.
We earned $166,933 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to
$154,506 during the same period of 2003, $90,843 and $79,616 of which were
earned during the quarters ended June 30, 2004 and 2003, respectively. The
increase in net income earned by unconsolidated joint ventures was partially due
to the fact that in November 2003, we invested in a Property in Tucker, Georgia
with CNL Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd. and CNL Income Fund
XV, Ltd. as tenants-in-common. Each of the CNL Income Funds is a Florida limited
partnership pursuant to the laws of the state of Florida and an affiliate of the
general partners. During the six months ended June 30, 2003, CNL Ocean Shores
Joint Venture, in which we owned a 69.06% interest, did not record rental
revenues because the tenant of the Property owned by this joint venture executed
a termination of the tenant's lease rights and the tenant surrendered the
premises. In September 2003, the joint venture sold this Property and in October
2003, the joint venture was liquidated.
Operating expenses, including depreciation and amortization expense,
were $412,547 during the six months ended June 30, 2004, as compared to $362,363
during the same period of 2003, $196,266 and $156,727 of which were incurred
during the quarters ended June 30, 2004 and 2003, respectively. The increase in
operating expenses during the quarter and six months ended June 30, 2004, was
primarily due to incurring additional general operating and administrative
expenses, including legal fees.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $63,515 during the six months ended June 30, 2004,
as compared to $49,081 during the same period of 2003, $31,758 and $24,451 of
which were recognized during the quarters ended June 30, 2004 and 2003,
respectively. In July 2004, we sold the Property in Romulus, Michigan, as
described above.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. We adopted FIN 46R during the quarter ended March
31, 2004. We were not the primary beneficiary of a variable interest entity at
the time of adoption of FIN 46R, therefore the adoption had no effect on the
balance sheet, partners' capital or net income.
8
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $34.22 million, consisting of approximately
$28.62 million in cash and approximately $5.60 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $205,000 consisting of approximately $171,000 in cash and
approximately $34,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
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 our
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 our 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.
9
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 3.1 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 3.1 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.)
10
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 June
30, 2004.
11
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 9th day of August, 2004.
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 3.1 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 3.1 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.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2