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, 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.
- --------------------------------------------------------------------------------
(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 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Item 4. Controls and Procedures 10-11
Part II.
Other Information 12-13
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
---------------- -----------------
ASSETS
Real estate properties with operating leases, net $ 12,574,213 $ 12,790,943
Net investment in direct financing leases 7,378,592 7,666,525
Real estate held for sale 746,180 1,692,194
Investment in joint ventures 3,868,502 3,960,989
Cash and cash equivalents 2,788,070 1,457,105
Receivables -- 20,513
Due from related parties -- 619
Accrued rental income, less allowance for doubtful accounts of
$4,400 and $4,841, respectively 1,102,247 1,174,958
Other assets 86,659 86,000
---------------- -----------------
$ 28,544,463 $ 28,849,846
================ =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 64,550 $ 6,802
Real estate taxes payable 24,461 13,589
Distributions payable 900,001 900,001
Due to related parties 30,577 14,269
Rents paid in advance and deposits 159,012 162,548
---------------- -----------------
Total liabilities 1,178,601 1,097,209
Minority interest 60,324 61,095
Partners' capital 27,305,538 27,691,542
---------------- -----------------
$ 28,544,463 $ 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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- -------------- ------------- -------------
Revenues:
Rental income from operating leases $ 447,787 $ 445,852 $ 1,340,631 $ 1,331,161
Earned income from direct financing leases 199,060 208,984 604,948 633,694
Contingent rental income 7,820 4,093 21,476 11,275
Interest and other income 557 114 999 394
------------- -------------- ------------- -------------
655,224 659,043 1,968,054 1,976,524
------------- -------------- ------------- -------------
Expenses:
General operating and administrative 105,014 64,420 306,303 215,673
Property related 6,312 6,813 16,484 15,000
State and other taxes -- -- 45,247 49,502
Depreciation and amortization 74,556 74,459 223,669 221,154
------------- -------------- ------------- -------------
185,882 145,692 591,703 501,329
------------- -------------- ------------- -------------
Income before minority interest and equity in earnings of
unconsolidated joint ventures 469,342 513,351 1,376,351 1,475,195
Minority interest (1,983) (2,035) (5,920) (6,102)
Equity in earnings of unconsolidated joint ventures 95,735 370,078 262,668 524,584
------------- -------------- ------------- -------------
Income from continuing operations 563,094 881,394 1,633,099 1,993,677
------------- -------------- ------------- -------------
Discontinued operations:
Income from discontinued operations 36,588 53,109 157,781 159,868
Gain on disposal of discontinued operations 523,119 -- 523,119 --
------------- -------------- ------------- -------------
559,707 53,109 680,900 159,868
------------- -------------- ------------- -------------
Net income $ 1,122,801 $ 934,503 $ 2,313,999 $ 2,153,545
============= ============== ============= =============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.22 $ 0.41 $ 0.50
Discontinued operations 0.14 0.01 0.17 0.04
------------- -------------- ------------- -------------
$ 0.28 $ 0.23 $ 0.58 $ 0.54
============= ============== ============= =============
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
Nine Months Ended Year Ended
September 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 2,313,999 2,843,670
Distributions ($0.68 and $0.90 per limited partner
unit, respectively) (2,700,003) (3,600,004)
--------------------- ------------------
27,052,603 27,438,607
--------------------- ------------------
Total partners' capital $ 27,305,538 $ 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
Nine Months Ended
September 30,
2004 2003
-------------- ---------------
Net cash provided by operating activities $ 2,576,372 $ 2,552,200
-------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets 1,461,287 --
-------------- ---------------
Net cash provided by investing activities 1,461,287 --
-------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (2,700,003) (2,700,003)
Distributions to holder of minority interest (6,691) (7,549)
-------------- ---------------
Net cash used in financing activities (2,706,694) (2,707,552)
-------------- ---------------
Net increase (decrease) in cash and cash equivalents 1,330,965 (155,352)
Cash and cash equivalents at beginning of period 1,457,105 1,287,619
-------------- ---------------
Cash and cash equivalents at end of period $ 2,788,070 $ 1,132,267
============== ===============
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 Nine Months Ended September 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 nine months ended September 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. Discontinued Operations
During 2003, the Partnership identified for sale one property that is
classified as discontinued operations in the accompanying financial
statements. During 2004, the Partnership identified an additional
property for sale and reclassified the asset to real estate held for
sale. Based on an analysis of the fair value less cost to sell compared
to the current carrying amount of this asset, no provision for
write-down of assets was recorded. In July 2004, the Partnership sold
the property in Romulus, Michigan resulting in a gain on disposal of
discontinued operations of approximately $523,100.
The operating results of these properties are reflected as discontinued
operations as follows:
Nine Months Ended
Quarter Ended September 30, September 30,
2004 2003 2004 2003
-------------- -------------- ------------- -------------
Rental revenues $ 37,709 $ 56,472 $ 166,128 $ 169,957
Expenses (1,121) (3,363) (8,347) (10,089)
-------------- -------------- ------------- -------------
Income from discontinued
operations $ 36,588 $ 53,109 $ 157,781 $ 159,868
============== ============== ============= =============
5
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
3. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than 10% of the Partnership's total
rental revenues (including total rental revenues from the consolidated
joint venture and the Partnership's share of total rental revenues from
unconsolidated joint ventures and properties held as tenants-in-common
with affiliates of the general partners) for each of the nine months
ended September 30:
2004 2003
--------------- --------------
Golden Corral Corporation $ 530,558 $ 529,720
Carrols Corp. 342,164 335,469
Jack in the Box Inc. 274,825 283,237
Shoney's, Inc. 250,248 250,248
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 total rental revenues
from the consolidated joint venture and the Partnership's share of
total rental revenues from unconsolidated joint ventures and properties
held as tenants-in-common with affiliates of the general partners) for
each of the nine months ended September 30:
2004 2003
-------------- --------------
Golden Corral Buffet and Grill $ 530,558 $ 529,720
Burger King 461,675 457,098
Jack in the Box 274,825 283,237
Hardee's 267,728 276,554
Although the properties have some geographic diversity in the United
States and the lessees operate a variety of restaurant concepts,
default by any lessee or restaurant chain contributing more than 10% of
the Partnership's revenues will significantly impact the results of
operations if the Partnership is not able to re-lease the properties in
a timely manner.
4. Merger Transaction
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.
6
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
4. Merger Transaction - Continued
Under the terms of the merger agreement, if the transaction is
approved, 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.
7
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 September 30, 2003, we owned 34 Properties
directly and 12 Properties indirectly through joint venture or tenancy in common
arrangements. As of September 30, 2004, we owned 33 Properties directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.
Merger Transaction
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 merger agreement, if the transaction is
approved, 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.
Capital Resources
Net cash provided by operating activities was $2,576,372 and $2,552,200
for the nine months ended September 30, 2004 and 2003, respectively.
During the nine months ended September 30, 2004, we sold the Property
in Romulus, Michigan to a third party and received net sales proceeds of
approximately $1,461,300 resulting in a gain on disposal of discontinued
operations of approximately $523,100. The general partners may reinvest the net
sales proceeds in an additional Property and use the sales proceeds to pay
liabilities.
8
At September 30, 2004, we had $2,788,070 in cash and cash equivalents
as compared to $1,457,105 at December 31, 2003. At September 30, 2004, these
funds were held in demand deposit accounts at a commercial bank. The increase in
cash and cash equivalents at September 30, 2004, was a result of holding sales
proceeds from the sale described above. The funds remaining at September 30,
2004, after payment of distributions and other liabilities, may be used to
invest in additional Properties and 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, and for the nine months ended September 30, 2004, a
portion of the proceeds received from the liquidation of a joint venture in a
prior year, we declared distributions to limited partners of $2,700,003 for each
of the nine months ended September 30, 2004 and 2003 ($900,001 for each
applicable quarter). This represents distributions of $0.68 per unit for each of
the nine months ended September 30, 2004 and 2003 ($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, 2004 and 2003. No amounts
distributed to the limited partners for the nine months ended September 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 $1,178,601 at
September 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.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $1,945,579 during the
nine months ended September 30, 2004, as compared to $1,964,855 during the same
period of 2003, $646,847 and $654,836 of which were earned during the third
quarter of 2004 and 2003, respectively. Rental revenues from continuing
operations remained relatively constant, as the leased property portfolio did
not change.
We earned $21,476 of contingent rental income during the nine months
ended September 30, 2004, as compared to $11,275 during the same period of 2003,
$7,820 and $4,093 of which were earned during the third 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.
9
We earned $262,668 attributable to net income earned by unconsolidated
joint ventures during the nine months ended September 30, 2004, as compared to
$524,584 during the same period of 2003, $95,735 and $370,078 of which were
earned during the quarters ended September 30, 2004 and 2003, respectively. Net
income earned by unconsolidated joint ventures was higher during the quarter and
nine months ended September 30, 2003 because in September 2003, CNL Ocean Shores
Joint Venture, in which we owned a 69.06% interest, sold its vacant Property in
Ocean Shores, Washington to a third party and recorded a gain of approximately
$413,700. We recorded our pro-rata share of this gain as equity in earnings of
unconsolidated joint ventures. In October 2003, the joint venture was
liquidated. The decrease in net income earned by unconsolidated joint ventures
was partially offset by 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 and an affiliate of the general
partners. Rental payments relating to this Property commenced at the time of
acquisition.
During the nine months ended September 30, 2004, four of our lessees
(or groups of affiliated lessees), (i) Golden Corral Corporation, (ii) Carrols
Corp., (iii) Jack in the Box Inc. and (iv) Shoney's, Inc., each contributed more
than ten percent of total rental revenues (including total rental revenues from
the consolidated joint venture and our share of total rental revenues from
unconsolidated joint ventures and Properties held as tenants-in-common with
affiliates of the general partners). We anticipate that, based on the minimum
rental payments required by the leases, each of these lessees will continue to
contribute more than ten percent of the total rental revenues in 2004. In
addition, four restaurant chains, Golden Corral Buffet and Grill, Burger King,
Jack in the Box and Hardee's, each accounted for more than ten percent of total
rental revenues during the nine months ended September 30, 2004 (including total
rental revenues from the consolidated joint venture and our share of total
rental revenues from unconsolidated joint ventures and Properties held as
tenants-in-common with affiliates of the general partners). We anticipate that
these four restaurant chains will each continue to account for more than ten
percent of the total rental revenues in 2004. Any failure of these lessees or
restaurant chains will materially affect our operating results if we are not
able to re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $591,703 during the nine months ended September 30, 2004, as compared to
$501,329 during the same period of 2003, $185,882 and $145,692 of which were
incurred during the quarters ended September 30, 2004 and 2003, respectively.
The increase in operating expenses during the quarter and nine months ended
September 30, 2004, was primarily due to incurring additional general operating
and administrative expenses, including, primarily, legal fees incurred in
connection with the merger transaction described above.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $157,781 during the nine months ended September
30, 2004, as compared to $159,868 during the same period of 2003, $36,588 and
$53,109 of which were recognized during the quarters ended September 30, 2004
and 2003, respectively, relating to the Properties in Romulus, Michigan and
North Richland Hills, Texas. In July 2004, we sold the Property in Romulus,
Michigan and recorded a gain on sale of discontinued operations of approximately
$523,100. As of November 5, 2004, we had not sold the Property in North Richland
Hills, Texas.
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.
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.
10
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.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
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
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition X, LLC, and CNL
Income Fund X, Ltd. dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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.)
12
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.)
13
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 10th day of November 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
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition X, LLC, and CNL
Income Fund X, Ltd. dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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