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, 2002
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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
0-21558
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CNL Income Fund XII, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3078856
- ---------------------------------- -----------------------------
(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 _________
CONTENTS
Part I Page
----
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
Part II
Other Information 10
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2002 2001
------------------- -------------------
ASSETS
Land and buildings on operating leases, net $ 22,397,462 $ 21,325,863
Net investment in direct financing leases 8,051,948 8,143,625
Real estate held for sale 456,578 1,376,319
Investment in joint ventures 4,479,359 4,577,565
Cash and cash equivalents 1,145,337 1,281,855
Certificates of deposit 540,146 545,107
Due from related parties 1,471 25,037
Accrued rental income, less allowance for doubtful
accounts of $9,061 in 2002 and 2001 2,606,222 2,486,119
Other assets 75,525 75,121
------------------- -------------------
$ 39,754,048 $ 39,836,611
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 19,192 $ 22,119
Real estate taxes payable 19,268 7,037
Distributions payable 956,252 956,252
Due to related parties 23,560 25,885
Rents paid in advance and deposits 30,548 175,992
------------------- -------------------
Total liabilities 1,048,820 1,187,285
Partners' capital 38,705,228 38,649,326
------------------- -------------------
$ 39,754,048 $ 39,836,611
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
--------------- -------------- ----------------- ---------------
Revenues:
Rental income from operating leases $ 674,787 $ 644,797 $ 1,358,054 $ 1,348,931
Earned income from direct financing leases 236,757 229,045 460,412 494,818
Contingent rental income 7,896 485 14,662 4,608
Interest and other income 10,503 17,761 9,383 46,494
--------------- -------------- ----------------- ---------------
929,943 892,088 1,842,511 1,894,851
--------------- -------------- ----------------- ---------------
Expenses:
General operating and administrative 78,224 93,734 162,723 249,173
Property expenses 10,699 8,145 18,018 42,068
Management fees to related parties 11,473 10,309 21,899 20,978
State and other taxes 446 10,976 49,763 59,150
Depreciation and amortization 110,394 110,905 218,786 221,812
Provision for write-down of assets -- 64,518 -- 362,265
--------------- -------------- ----------------- ---------------
211,236 298,587 471,189 955,446
--------------- -------------- ----------------- ---------------
Income Before Equity in Earnings of Joint Ventures 718,707 593,501 1,371,322 939,405
Equity in Earnings of Joint Ventures 104,279 96,087 206,215 159,148
--------------- -------------- ----------------- --------------
Income from Continuing Operations 822,986 689,588 1,577,537 1,098,553
Discontinued Operations (Note 3):
Income from discontinued operations, net 19,828 42,344 56,869 84,688
Gain on disposal of discontinued operations, net 334,000 -- 334,000 --
--------------- -------------- ----------------- ---------------
353,828 42,344 390,869 84,688
--------------- -------------- ----------------- ---------------
Net Income $ 1,176,814 $ 731,932 $ 1,968,406 $ 1,183,241
=============== ============== ================= ===============
Income Per Limited Partner Unit
Continuing operations $ 0.18 $ 0.15 $ 0.35 $ 0.24
Discontinued operations 0.08 0.01 0.09 0.02
--------------- -------------- ----------------- ---------------
$ 0.26 $ 0.16 $ 0.44 $ 0.26
=============== ============== ================= ===============
Weighted Average Number of Limited
Partner Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
=============== ============== ================= ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2002 2001
--------------------- ------------------
General partners:
Beginning balance $ 259,109 $ 259,109
Net income -- --
--------------------- ------------------
259,109 259,109
--------------------- ------------------
Limited partners:
Beginning balance 38,390,217 38,946,975
Net income 1,968,406 3,268,250
Distributions ($0.43 and $0.85 per
limited partner unit, respectively) (1,912,504 ) (3,825,008 )
--------------------- ------------------
38,446,119 38,390,217
--------------------- ------------------
Total partners' capital $ 38,705,228 $ 38,649,326
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2002 2001
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,815,495 $ 1,955,977
---------------- ---------------
Cash Flows from Investing Activities:
Additions to land and building on operating leases (1,287,713 ) --
Proceeds from sale of assets 1,248,203 --
Investment in joint venture -- (1,689,609 )
Return of capital from joint venture -- 1,663,260
Collections on mortgage note receivable -- 43,760
---------------- ---------------
Net cash provided by (used in) investing
activities (39,510 ) 17,411
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,912,504 ) (1,912,504 )
---------------- ---------------
Net cash used in financing activities (1,912,504 ) (1,912,504 )
---------------- ---------------
Net Increase (Decrease) in Cash and Cash
Equivalents (136,519 ) 60,884
Cash and Cash Equivalents at Beginning of Period 1,281,855 1,161,018
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,145,336 $ 1,221,902
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 956,252 $ 956,252
================ ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2002 and 2001
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 management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and six months ended June 30, 2002, may not be indicative
of the results that may be expected for the year ending December 31,
2002. Amounts as of December 31, 2001, 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 XII, Ltd. (the "Partnership") for the year ended December
31, 2001.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement requires that a
long-lived asset be tested for recoverability whenever events or
changes in circumstances indicate that its carrying amount may not be
recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when
the carrying amount of a long-lived asset exceeds its fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived
asset is its new cost basis. The statement also requires that the
results of operations of a component of an entity that either has been
disposed of or is classified as held for sale be reported as a
discontinued operation if the disposal activity was initiated
subsequent to the adoption of the Standard.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2002 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Land and Buildings on Operating Leases:
In June 2002, the Partnership reinvested the remaining proceeds from
the 2001 sale of the property in Winter Haven, Florida and the net
sales proceeds from the sale of the property in Arlington, Texas (see
Note 4) in a property in San Antonio, Texas at an approximate cost of
$1,287,700. The Partnership acquired this property from CNL Funding
2001-A, LP, an affiliate of the general partners (see Note 5).
4. Discontinued Operations:
During 2002, the Partnership entered into an agreement with an
unrelated third party to sell its property in Valdosta, Georgia. The
property has been reclassified from land and building on operating
leases and accrued rental income, to real estate held for sale and was
recorded at the lower of its carrying amount or fair value less cost to
sell. In addition, the Partnership stopped recording depreciation and
accrued rental income once the property was identified for sale.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2002 and 2001
4. Discontinued Operations - Continued:
In April 2002, the Partnership sold its property in Arlington, Texas to
an unrelated third party for approximately $1,288,600 and received net
sales proceeds of approximately $1,248,200 resulting in a gain on
disposal of discontinued operations of $334,000. The financial results
for these properties are reflected as Discontinued Operations in the
accompanying financial statements.
The operating results of discontinued operations are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
------------- -------------- ------------- --------------
Rental revenues $ 21,151 $ 42,334 $ 62,822 $ 84,688
Other income 700 -- 700 --
Expenses (2,023 ) -- (6,653 ) --
Gain on disposal of assets 334,000 -- 334,000 --
------------- -------------- ------------- --------------
Income from discontinued operations $ 353,828 $ 42,334 $ 390,869 $ 84,688
============= ============== ============= ==============
5. Related Party Transactions:
In June 2002, the Partnership acquired a property in San Antonio,
Texas, from CNL Funding 2001-A, LP, for a purchase price of
approximately $1,287,700 (see Note 3). CNL Funding 2001-A, LP is an
affiliate of the general partners. CNL Funding 2001-A, LP had purchased
and temporarily held title to the property in order to facilitate the
acquisition of the property by the Partnership. The purchase price paid
by the Partnership represented the costs incurred by CNL Funding
2001-A, LP to acquire and carry the property, including closing costs.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XII, 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 and tenancy in common 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 generally triple-net leases, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of June 30, 2001 and 2002, the Partnership owned 41 Properties
directly. In addition, as of June 30, 2001 and 2002, the Partnership owned seven
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
The Partnership's primary source of capital for the six months ended
June 30, 2002 and 2001 was cash from operating activities (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received, less cash paid for expenses). Cash from operating activities
was $1,815,495 and $1,955,977 for the six months ended June 30, 2002 and 2001,
respectively. The decrease in cash from operating activities for the six months
ended June 30, 2002, was primarily a result of changes in the Partnership's
working capital and changes in income and expenses, as described in "Results of
Operations" below.
During the quarter and six months ended June 30, 2002, the Partnership
sold its Property in Arlington, Texas to an unrelated third party for
approximately $1,288,600 and received net sales proceeds of approximately
$1,248,200 resulting in a gain on disposal of discontinued operations of
$334,000. In June 2002, the Partnership reinvested the remaining proceeds from
the 2001 sale of the Property in Winter Haven, Florida and the net sales
proceeds from the sale of its Property in Arlington, Texas, in a Property in San
Antonio, Texas at an approximate cost of $1,287,700. The Partnership acquired
this Property from CNL Funding 2001-A, LP, a Delaware limited partnership and an
affiliate of the general partners. CNL Funding 2001-A, LP had purchased and
temporarily held title to the Property in order to facilitate the acquisition of
the Property by the Partnership. The purchase price paid by the Partnership
represented the costs incurred by CNL Funding 2001-A, LP to acquire and carry
the Property, including closing costs.
Currently, cash reserves and rental income from the Partnership's
Properties are invested in money market accounts or other short-term, highly
liquid investments, such as demand deposit accounts at commercial banks, money
market accounts and certificates of deposit with less than a 90-day maturity
date, pending the Partnership's use of such funds to pay Partnership expenses or
to make distributions to the partners. At June 30, 2002, the Partnership had
$1,145,337 invested in such short-term investments, as compared to $1,281,855 at
December 31, 2001. The funds remaining at June 30, 2002, after payment of
distributions and other liabilities, will be used to meet the Partnership's
working capital needs.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
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 continue to generate cash flow in excess
of 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
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations the Partnership
declared distributions to the limited partners of $1,912,504 for each of the six
months ended June 30, 2002 and 2001 ($956,252 for each applicable quarter). This
represents distributions for each of the six months of $0.43 per unit ($0.21 for
each applicable quarter). No distributions were made to the general partners for
the quarters and six months ended June 30, 2002 and 2001. No amounts distributed
to the limited partners for the six months ended June 30, 2002 and 2001 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 were $1,048,820 at June 30, 2002, from $1,187,285 at
December 31, 2001, primarily as a result of a decrease in rents paid in advance
at June 30, 2002, as compared to December 31, 2001. The decrease was partially
offset by an increase in real estate taxes payable. 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
Total rental revenues were $1,818,466 for the six months ended June 30,
2002, as compared to $1,843,749 in the comparable period of 2001, of which
$911,544 and $873,842 were earned during the second quarter of 2002 and 2001,
respectively. The decrease in rental revenues during the six months ended June
30, 2002, as compared to the same period of 2001, was primarily due to the sales
of the Properties in Rialto, California and Winter Haven, Florida during 2001.
The decrease was partially offset by an increase in rental revenues during the
six months ended June 30, 2002 as a result of the Partnership reinvesting the
majority of these net sales proceeds in Properties in Pflugerville and Pasadena,
Texas in December 2001.
On May 1, 2002, Cypress Restaurants of Georgia, Inc., a tenant of the
Partnership, filed for Chapter 7 bankruptcy protection. The general partners
will continue to evaluate the Property in the Partnership's portfolio that the
tenant is continuing to operate as of July 31, 2002. If the lease is rejected,
the lost revenues resulting from the rejected lease will have an adverse effect
on the results of operations of the Partnership, if the Partnership is not able
to re-lease the Property in a timely manner.
For the six months ended June 30, 2002 and 2001, the Partnership also
earned $14,662 and $4,608, respectively, in contingent rental income, $7,896 and
$485 of which was earned during the quarters ended June 30, 2002 and 2001,
respectively. The increase in contingent rental income during the quarters and
six months ended June 30, 2002, as compared to the same periods of 2001, was
primarily attributable to an increase in gross sales for certain restaurant
Properties whose leases require the payment of contingent rental income.
During the six months ended June 30, 2002 and 2001, the Partnership
earned $9,383 and $46,494, respectively, in interest and other income, of which
$10,503 and $17,761 were earned during the quarters ended June 30, 2002 and
2001, respectively. The decrease in interest and other income during the quarter
and six months ended June 30, 2002, as compared to the same periods of 2001, was
due to a decrease in the average cash balance and due to a decline in interest
rates.
During the six months ended June 30, 2002 and 2001, the Partnership
earned $206,215 and $159,148, respectively, attributable to net income earned by
joint ventures, of which $104,279 and $96,087 were earned during the quarters
ended June 30, 2002 and 2001, respectively. The increase in net income earned by
joint ventures during the six months ended June 30, 2002, as compared to the
same period of 2001, was primarily attributable to the fact that in April 2001,
the Partnership invested in a joint venture arrangement, CNL VII, X, XII Kokomo
Joint Venture, with CNL Income Fund VII, Ltd., and CNL Income X, Ltd., each of
which is a Florida limited partnership and an affiliate of the general partners.
The increase during the six months ended June 30, 2002 was partially offset by
the fact that in March 2001, Middleburg Joint Venture, in which the Partnership
owned a 87.54% interest, sold its Property to the tenant. The Partnership
dissolved the joint venture in accordance with the joint venture agreement.
Operating expenses, including depreciation and amortization expense,
and provision for write-down of assets were $471,189 and $955,446 for the six
months ended June 30, 2002 and 2001, respectively, of which $211,236 and
$298,587 was incurred during the quarters ended June 30, 2002 and 2001,
respectively. Operating expenses were higher during the six months ended June
30, 2001, as compared to the same period of 2002, as a result of the Partnership
recording a provision for write-down of assets of $362,265 consisting of the
accumulated accrued rental income balance relating to the Properties in Winter
Haven, Florida and Albany, Georgia. The tenant of the Property in Winter Haven,
Florida vacated the Property and ceased rental payments to the Partnership. The
tenant of the Property in Albany, Georgia terminated its lease with the
Partnership. The accrued rental income was the accumulated amount of non-cash
accounting adjustments previously recorded in order to recognize future
scheduled rent increases as income evenly over the term of the lease. The
Partnership sold the Property in Winter Haven, Florida in December 2001 and
re-leased the Property in Albany, Georgia in January 2001 to a new tenant with
lease terms substantially the same as the Partnership's other leases. In
addition, operating expenses were higher during 2001, due to the fact that the
Partnership incurred certain expenses, such as repairs and maintenance,
insurance and real estate taxes in connection with the Property in Winter Haven,
Florida. The decrease in operating expenses during the quarter and six months
ended June 30, 2002, was also attributable to a decrease in the costs incurred
for administrative expenses for servicing the Partnership and its Properties.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement requires that a long-lived asset
be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when the
carrying amount of a long-lived asset exceeds its fair value. If an impairment
is recognized, the adjusted carrying amount of a long-lived asset is its new
cost basis. The statement also requires that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a discontinued operation if the disposal activity was
initiated subsequent to the adoption of the Standard.
In June of 2002, the Partnership entered into an agreement with an
unrelated third party to sell the Property in Valdosta, Georgia. In accordance
with Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," the Partnership reclassified the
assets from land and building on operating leases and accrued rental income to
real estate held for sale. The Partnership recorded the reclassified assets at
the lower of their carrying amount or fair value less cost to sell. The
Partnership also suspended the recording of depreciation and accrued rental
income upon identifying the Property for sale. In addition, in April 2002, the
Partnership sold its Property in Arlington, Texas to an unrelated third party
for approximately $1,288,600 and received net sales proceeds of approximately
$1,248,200 resulting in a gain on disposal of discontinued operations of
$334,000. The Partnership recognized net rental income from discontinued
operations (rental revenues less property related expenses) amounting to $56,869
and $84,688 during the six months ended June 30, 2002 and 2001, respectively,
relating to these Properties, of which $19,828 and $42,334 was earned during the
quarters ended June 30, 2002 and 2001, respectively. The amounts were reported
as Discontinued Operations in the accompanying financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
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 XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-43278-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XII, 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 XII,
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 31, 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
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. (Filed
herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended June 30, 2002.
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 8th day of August, 2002.
By: CNL INCOME FUND XII, LTD.
General Partner
By:/s/ James M. Seneff, Jr.
-------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
-------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund XII, Ltd. (the
"Partnership"), has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Partnership's Quarterly
Report on Form 10-Q for the period ending June 30, 2002 (the "Report"). The
undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Partnership.
Date: August 8, 2002 /s/ James M. Seneff, Jr.
--------------------- --------------------------------
Name: James M. Seneff, Jr.
Title: Chief Executive Officer
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
The undersigned, Robert A. Bourne, the President and Treasurer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund XII, Ltd. (the
"Partnership"), has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Partnership's Quarterly
Report on Form 10-Q for the period ending June 30, 2002 (the "Report"). The
undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Partnership.
Date: August 8, 2002 /s/ Robert A. Bourne
---------------------- -------------------------------
Name: Robert A. Bourne
Title: President and Treasurer
EXHIBIT INDEX
Exhibit Number
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278-01 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278-01 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XII, 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 XII, 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 31, 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 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. (Filed herewith.)