FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended March 31, 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
0-21560
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CNL Income Fund XI, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3078854
- ----------------------------------- -------------------------------
(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 XI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 20,613,168 $ 20,728,251
Net investment in direct financing leases 4,046,300 4,082,453
Real estate held for sale -- 2,423,207
Investment in joint ventures 3,856,622 3,885,112
Cash and cash equivalents 4,753,280 1,682,358
Receivables, less allowance for doubtful accounts
of $143,769 and $131,618, respectively 3,111 164,328
Accrued rental income 1,435,385 1,440,261
Other assets 137,588 161,335
------------------- -------------------
$ 34,845,454 $ 33,567,305
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 41,377 $ 8,301
Real estate taxes payable 21,880 25,656
Distributions payable 875,006 875,006
Due to related parties 33,740 16,161
Rents paid in advance and deposits 84,284 196,648
------------------- -------------------
Total liabilities 1,056,287 1,121,772
Minority interests 1,197,283 1,209,913
Partners' capital 32,591,884 32,235,620
------------------- -------------------
$ 34,845,454 $ 33,567,305
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Revenues:
Rental income from operating leases $ 633,061 $ 638,870
Earned income from direct financing leases 142,098 157,481
Contingent rental income 24,382 1,304
Interest and other income 13,104 4,837
-------------- ---------------
812,645 802,492
-------------- ---------------
Expenses:
General operating and administrative 93,691 77,423
Property related 10,029 4,240
Management fees to related party 9,501 7,619
State and other taxes 67,564 46,327
Depreciation and amortization 116,764 108,693
-------------- ---------------
297,549 244,302
-------------- ---------------
Income before minority interests
and equity in earnings of
unconsolidated joint ventures 515,096 558,190
Minority interests (24,456) (24,134)
Equity in earnings of unconsolidated joint ventures 85,687 75,443
-------------- ---------------
Income from continuing operations 576,327 609,499
-------------- ---------------
Discontinued operations:
Income from discontinued operations 36,970 82,656
Gain on disposal of discontinued operations 617,973 377,961
-------------- ---------------
654,943 460,617
-------------- ---------------
Net income $ 1,231,270 $ 1,070,116
============== ===============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.15
Discontinued operations 0.17 0.12
-------------- ---------------
$ 0.31 $ 0.27
============== ===============
Weighted average number of limited partner
units outstanding 4,000,000 4,000,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- ------------------
General partners:
Beginning balance $ 242,465 $ 242,465
Net income -- --
------------------- ------------------
242,465 242,465
------------------- ------------------
Limited partners:
Beginning balance 31,993,155 32,292,730
Net income 1,231,270 3,200,449
Distributions ($0.22 and $0.88 per
limited partner unit, respectively) (875,006) (3,500,024 )
------------------- ------------------
32,349,419 31,993,155
------------------- ------------------
Total partners' capital $ 32,591,884 $ 32,235,620
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
--------------- ---------------
Net cash provided by operating activities $ 941,835 $ 1,015,531
--------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets 3,041,179 931,858
Increase in restricted cash -- (931,858 )
--------------- ---------------
Net cash provided by investing activities 3,041,179 --
--------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (875,006) (1,075,006)
Distributions to holders of minority interests (37,086) (31,522)
--------------- ---------------
Net cash used in financing activities (912,092) (1,106,528)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents 3,070,922 (90,997)
Cash and cash equivalents at beginning of quarter 1,682,358 1,777,200
--------------- ---------------
Cash and cash equivalents at end of quarter $ 4,753,280 $ 1,686,203
=============== ===============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 875,006 $ 875,006
=============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 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 ended March 31, 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 XI, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 85% interest in Denver Joint Venture,
its 77.33% interest in CNL/Airport Joint Venture, its 62.16% interest
in Ashland Joint Venture, and its 76.60% interest in Des Moines Real
Estate Joint Venture using the consolidation method. Minority interests
represent the minority joint venture partners' proportionate share of
the equity in the joint ventures. 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. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of certain previously
unconsolidated joint ventures. FIN 46R does not require, but does
permit restatement of previously issued financial statements. The
Partnership has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on 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.
CNL INCOME FUND XI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations
During 2003, the Partnership identified four properties for sale, one
of which was sold during 2003. During the quarter ended March 31, 2004,
the Partnership sold its property in Lynchburg, Virginia to the tenant
and sold its Properties in Cullman, Alabama, and Huntersville, North
Carolina, to separate third parties, and received aggregate net sales
proceeds of approximately $3,041,000, resulting in a gain on disposal
of discontinued operations of approximately $618,000. The Partnership
recorded a provision for write-down of assets in a previous year
related to the property in Lynchburg, Virginia.
The following presents the operating results of the discontinued
operations for these properties:
Quarter Ended March 31,
2004 2003
---------- --------------
Rental revenues $ 36,970 $ 86,141
Expenses -- (3,485)
---------- --------------
Income from discontinued operations $ 36,970 $ 82,656
========== ==============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund XI, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 20, 1991 to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as properties upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance, and utilities. The Partnership owned
28 and 31 Properties directly as of March 31, 2004 and 2003, respectively. The
Partnership also owned ten and eight Properties indirectly through joint venture
or tenancy in common arrangements as of March 31, 2004 and 2003, respectively.
Capital Resources
Net cash provided by operating activities was $941,835 and $1,015,531
for the quarters ended March 31, 2004 and 2003, respectively.
Other sources and uses of cash included the following during the
quarter ended March 31, 2004.
During the quarter ended March 31, 2004, the Partnership sold its
Property in Lynchburg, Virginia to the tenant and sold its Properties in
Cullman, Alabama, and Huntersville, North Carolina, to separate third parties,
and received aggregate net sales proceeds of $3,041,000 resulting in a gain on
disposal of discontinued operations of approximately $618,000. The Partnership
recorded a provision for write-down of assets in a previous year related to the
Property in Lynchburg, Virginia. The general partners intend to reinvest the net
sales proceeds in additional Properties or to pay liabilities.
Cash and cash equivalents increased to $4,753,280 at March 31, 2004,
from $1,682,358 at December 31, 2003. At March 31, 2004, these funds were held
in demand deposit accounts at a commercial bank and a certificate of deposit
with a 90-day or less maturity date. The increase in cash and cash equivalents
at March 31, 2004 was primarily a result of the Partnership holding sales
proceeds from the current year sales. The funds remaining at March 31, 2004,
after the payment of distributions and other liabilities, will be used to invest
in additional Properties and to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who meet specified
financial standards minimizes the Partnership's operating expenses. The general
partners believe that the leases will generate net cash flow in excess of
operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the Partnership's operations.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on cash from operations, the Partnership declared distributions to limited
partners of $875,006 for each of the quarters ended March 31, 2004 and 2003.
This represents distributions of $0.22 per unit for each applicable quarter. No
distributions were made to the general partners for the quarters ended March 31,
2004 and 2003. No amounts distributed to the limited partners for the quarters
ended March 31, 2004 and 2003 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, decreased to
$1,056,287 at March 31, 2004 from $1,121,772 at December 31, 2003. The decrease
in total liabilities was due to a decrease in rents paid in advance and deposits
and was partially offset by an increase in accounts payable and accrued expenses
and amounts due to related parties. The general partners believe that the
Partnership has sufficient cash on hand to meet its current working capital
needs.
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations were $775,159 for the
quarter ended March 31, 2004, as compared to $796,351 in the same period in
2003. Rental revenues from continuing operations were lower during the quarter
ended March 31, 2004 because during 2003 the Partnership stopped recording
rental revenues relating to the Property in Dayton, Ohio when the tenant
experienced financial difficulties. During March 2004, the tenant vacated the
Property. The Partnership is currently seeking a new tenant for this Property.
The lost revenues resulting from the vacant Property will continue to have an
adverse effect on the results of operations of the Partnership until the
Partnership is able to re-lease the Property.
In April 2003, a tenant, The Melodie Corporation, filed for bankruptcy.
The tenant has neither affirmed nor rejected the one lease it has with the
Partnership. Subsequent to the tenant filing for bankruptcy, the Partnership has
continued receiving rental payments relating to this lease. The lost revenues
that would result if the lease were to be rejected will have an adverse effect
on the results of operations if the Partnership is not able to re-lease the
Property in a timely manner.
During the quarters ended March 31, 2004 and 2003, the Partnership and
its consolidated joint ventures earned $24,382 and $1,304, respectively, in
contingent rental income from the Partnership's Properties. The increase in
contingent rental income during 2004 was due to an increase in reported gross
sales of the restaurants with leases that require the payment of contingent
rental income.
During the quarters ended March 31, 2004 and 2003, the Partnership
earned $85,687 and $75,443, respectively, attributable to net income earned by
unconsolidated joint ventures. The increase in 2004 is the result of an
investment in an additional tenancy in common relationship in November 2003.
Operating expenses, including depreciation and amortization, were
$297,549 and $244,302 during the quarters ended March 31, 2004 and 2003,
respectively. The increase in operating expenses during the quarter ended March
31, 2004 was primarily due to the Partnership incurring additional general
operating and administrative expenses, including legal fees, and an increase in
state tax expense relating to several states in which the Partnership conducts
business.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $82,656 during the quarter ended
March 31, 2003, relating to the Properties in Abilene, Texas, Lynchburg
Virginia, Cullman, Alabama, and Huntersville, North Carolina. The Partnership
sold the Property in Abilene, Texas in March 2003 resulting in a gain on the
disposal of discontinued operations of approximately $378,000. During the
quarter ended March 31, 2004, the Partnership sold its Property in Lynchburg,
Virginia to the tenant and sold its Properties in Cullman, Alabama, and
Huntersville, North Carolina, to separate third parties resulting in a gain on
disposal of discontinued operations of approximately $618,000. The Partnership
recognized income from discontinued operations of $36,970 during the quarter
ended March 31, 2004, relating to these three Properties.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
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. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004, which resulted in the
consolidation of certain previously unconsolidated joint ventures. FIN 46R does
not require, but does permit restatement of previously issued financial
statements. The Partnership has restated prior year's financial statements to
maintain comparability between the periods presented. These restatements had no
effect on 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 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. Defaults 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 XI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XI, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on April 15, 1993, and incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XI, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 15, 1993, 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 14, 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 14, 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
March 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of May, 2004.
CNL INCOME FUND XI, 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 XI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XI, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on April 15, 1993, and incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XI, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 15, 1993, 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 14, 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 14, 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