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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended September 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _____________________ to _____________________
Commission file number
0-21558
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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 ____
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
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
Item 4. Controls and Procedures 9
Part II
Other Information 10-11
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 22,695,483 $ 22,250,974
Net investment in direct financing leases 7,001,862 7,958,519
Real estate held for sale 615,982 691,128
Investment in joint ventures 4,376,065 4,434,559
Cash and cash equivalents 1,313,291 1,263,592
Certificates of deposit 549,605 541,162
Receivables, less allowance for doubtful accounts
of $119,322 and $49,248, respectively 10,671 460
Accrued rental income, less allowance for doubtful accounts
of $9,061 in 2003 and 2002 2,626,087 2,617,516
Other assets 60,560 69,794
------------------ -------------------
$ 39,249,606 $ 39,827,704
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 18,134 $ 7,127
Real estate taxes payable 25,010 18,488
Distributions payable 956,252 1,068,752
Due to related parties 25,944 20,984
Rents paid in advance and deposits 233,276 224,979
------------------ -------------------
Total liabilities 1,258,616 1,340,330
Partners' capital 37,990,990 38,487,374
------------------ -------------------
$ 39,249,606 $ 39,827,704
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- ---------------- -------------- ----------------
Revenues:
Rental income from operating leases $ 755,347 $ 697,648 $ 2,204,303 $ 2,012,533
Earned income from direct financing leases 204,360 228,319 614,529 688,731
Contingent rental income 2,612 7,575 18,634 21,789
Interest and other income 2,137 1,776 17,314 10,790
------------- ---------------- -------------- ----------------
964,456 935,318 2,854,780 2,733,843
------------- ---------------- -------------- ----------------
Expenses:
General operating and administrative 62,152 73,642 215,313 236,367
Property related 16,604 7,376 19,997 25,394
Management fees to related parties 11,591 9,785 33,619 31,684
State and other taxes 9 -- 43,004 49,763
Depreciation and amortization 120,817 108,211 359,142 313,190
------------- ---------------- -------------- ----------------
211,173 199,014 671,075 656,398
------------- ---------------- -------------- ----------------
Income Before Equity in Earnings of Joint
Ventures 753,283 736,304 2,183,705 2,077,445
Equity in Earnings of Joint Ventures 99,880 101,659 303,816 307,874
------------- ---------------- -------------- ----------------
Income from Continuing Operations 853,163 837,963 2,487,521 2,385,319
------------- ---------------- -------------- ----------------
Discontinued Operations:
Income (Loss) from discontinued
operations (84,636 ) 24,197 (115,149 ) 111,247
Gain on disposal of discontinued operations -- 167,083 -- 501,083
------------- ---------------- -------------- ----------------
(84,636 ) 191,280 (115,149 ) 612,330
------------- ---------------- -------------- ----------------
Net Income $ 768,527 $ 1,029,243 $ 2,372,372 $ 2,997,649
============= ================ ============== ================
Income (Loss) Per Limited Partner Unit
Continuing operations $ 0.19 $ 0.19 $ 0.55 $ 0.53
Discontinued operations (0.02 ) 0.04 (0.02 ) 0.14
------------- ---------------- -------------- ----------------
$ 0.17 $ 0.23 $ 0.53 $ 0.67
============= ================ ============== ================
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
Nine Months Ended Year Ended
September 30, December 31,
2003 2002
--------------------- ------------------
General partners:
Beginning balance $ 259,109 $ 259,109
Net income -- --
--------------------- ------------------
259,109 259,109
--------------------- ------------------
Limited partners:
Beginning balance 38,228,265 38,390,217
Net income 2,372,372 3,775,556
Distributions ($0.64 and $0.88 per
limited partner unit, respectively) (2,868,756 ) (3,937,508 )
--------------------- ------------------
37,731,881 38,228,265
--------------------- ------------------
Total partners' capital $ 37,990,990 $ 38,487,374
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2003 2002
---------------- ---------------
Net Cash Provided by Operating Activities $ 3,030,955 $ 2,798,713
---------------- ---------------
Cash Flows from Investing Activities:
Additions to real estate properties -- (2,004,511 )
Proceeds from sale of assets -- 1,871,865
---------------- ---------------
Net cash used in investing activities -- (132,646 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,981,256 ) (2,868,756 )
---------------- ---------------
Net cash used in financing activities (2,981,256 ) (2,868,756 )
---------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents 49,699 (202,689 )
Cash and Cash Equivalents at Beginning of Period 1,263,592 1,281,855
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,313,291 $ 1,079,166
================ ===============
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 Nine Months Ended September 30, 2003 and 2002
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and nine months ended September 30, 2003, may
not be indicative of the results that may be expected for the year
ending December 31, 2003. Amounts as of December 31, 2002, included in
the financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XII, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of
Variable Interest Entities" to expand upon and strengthen existing
accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with
variable interest entities (more commonly referred to as
special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company
if that company is subject to a majority risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. Prior to FIN 46, a company generally
included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period ending after December 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements of the
Partnership's unconsolidated joint ventures, which are currently
accounted for under the equity method. However, such consolidation is
not expected to significantly impact the Partnership's results of
operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity" ("FAS 150"). FAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. FAS 150 will require
issuers to classify certain financial instruments as liabilities (or
assets in some circumstances) that previously were classified as
equity. One requirement of FAS 150 is that minority interests for
majority owned finite lived entities be classified as a liability and
recorded at fair market value. FAS 150 initially applied immediately to
all financial instruments entered into or modified after May 31, 2003,
and otherwise was effective at the beginning of the first interim
period beginning after June 15, 2003. Effective October 29, 2003, the
FASB deferred implementation of FAS 150 as it applies to minority
interests of finite lived Partnerships. The deferral of these
provisions is expected to remain in effect while these interests are
addressed in either Phase II of the FASB's Liabilities and Equity
project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these
provisions has been stated. The implementation of the currently
effective aspects of FAS 150 did not have an impact on the
Partnership's results of operations.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
3. Discontinued Operations
During 2002, the Partnership identified and sold two properties that
were classified as Discontinued Operations in the accompanying
financial statements. In September 2003, the Partnership identified for
sale its property in Tempe, Arizona. As a result, the Partnership
reclassified the asset from real estate properties with operating
leases to real estate held for sale. The reclassified asset was
recorded at the lower of its carrying amount or fair value, less cost
to sell. The Partnership recorded a provision for write-down of assets
of approximately $57,700 during the quarter and nine months ended
September 30, 2003 related to the Property. The provision represented
the difference between the carrying value of the property and its
estimated fair value.
The operating results of the discontinued operations for these
properties are as follows:
Quarter Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- ------------- --------------- ------------
Rental revenues $ -- $ 31,000 $ -- $ 138,610
Expenses (26,930 ) (6,903 ) (57,443 ) (27,363 )
Provision for write-down of
assets (57,706 ) -- (57,706 ) --
------------- ------------- --------------- ------------
Income (loss) from discontinued
operations $ (84,636 ) $ 24,197 $ (115,149 ) $ 111,247
============= ============= =============== ============
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 September 30, 2003 and 2002, the Partnership owned 41
Properties directly and owned seven Properties indirectly through joint venture
or tenancy in common arrangements.
Capital Resources
For the nine months ended September 30, 2003 and 2002, cash from
operating activities was $3,030,955 and $2,798,713, respectively. At September
30, 2003, the Partnership had $1,313,291 in cash and cash equivalents, as
compared to $1,263,592 at December 31, 2002. At September 30, 2003, these funds
were held in demand deposit accounts at commercial banks. The funds remaining at
September 30, 2003 will be used to pay distributions and other liabilities of
the Partnership.
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 continue to generate 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 operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that funds are available for distribution. Based
on current and future anticipated cash from operations the Partnership declared
distributions to the limited partners of $2,868,756 for each of the nine months
ended September 30, 2003 and 2002 ($956,252 for each applicable quarter.) This
represents distributions for each of the nine months of $0.64 per unit ($0.21
per unit for each applicable quarter). No distributions were made to the general
partners for the quarters and nine months ended September 30, 2003 and 2002. No
amounts distributed to the limited partners for the nine months ended September
30, 2003 and 2002 are required to be or have been treated by the Partnership as
a return of capital for purposes of calculating the limited partners' return on
their adjusted capital contributions. The Partnership intends to continue to
make distributions of cash available for distribution to the limited partners on
a quarterly basis.
Total liabilities, including distributions payable, were $1,258,616 at
September 30, 2003, as compared to $1,340,330 at December 31, 2002. The decrease
in liabilities was primarily the result of the payment of a special distribution
to the limited partners during the nine months ended September 30, 2003, that
was accrued at December 31, 2002. The special distribution of $112,500
represented cumulative excess operating reserves. 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 $2,818,832 during the nine months ended
September 30, 2003, as compared to $2,701,264 during the same period of 2002,
$959,707 and $925,967 of which were earned during the third quarter of 2003 and
2002, respectively. Rental revenues increased during the quarter and nine months
ended September 30, 2003 because the Partnership acquired a Property in San
Antonio, Texas in June 2002 and a Property in Clive, Iowa in September 2002.
The Partnership also earned $303,816 attributable to net income earned
by joint ventures during the nine months ended September 30, 2003, as compared
to $307,874 during the same period of 2002, $99,880 and $101,659 of which were
earned during the quarters ended September 30, 2003 and 2002, respectively. Net
income earned by joint ventures during the quarters and nine months ended
September 30, 2003, as compared to the same periods of 2002, remained constant
as there was no change in the leased Property portfolio owned by the joint
ventures and tenancies in common.
Operating expenses, including depreciation and amortization expense,
were $671,075 during the nine months ended September 30, 2003, as compared to
$656,398 during the same period of 2002, $211,173 and $199,014 of which were
incurred during the quarters ended September 30, 2003 and 2002, respectively.
The increase in operating expenses during the quarter and nine months ended
September 30, 2003 was primarily attributable to an increase in depreciation
expense as a result of the acquisition of the Properties in San Antonio, Texas
and Clive, Iowa, as described above. The increase in operating expenses during
2003 was partially offset by a decrease in the costs incurred for administrative
expenses for servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties that were classified as Discontinued Operations in the
accompanying financial statements. In addition, in September 2003, the
Partnership identified for sale its Property in Tempe, Arizona. The Partnership
recognized net rental income (rental revenues less property related expenses and
provision for write-down of assets) related to these three Properties of $24,197
and $111,247 during the quarter and nine months ended September 30, 2002,
respectively. In April 2002, the Partnership sold its Property in Arlington,
Texas resulting in a gain on disposal of discontinued operations of $334,000. In
August 2002, the Partnership sold its Property in Valdosta, Georgia resulting in
a gain on disposal of discontinued operations of approximately $167,100. The
Partnership recognized a net rental loss related to its Property in Tempe,
Arizona of $84,636 and $115,149 during the quarter and nine months ended
September 30, 2003, respectively. As a result of identifying for sale its
Property in Tempe, Arizona, the Partnership reclassified the asset from real
estate properties with operating leases to real estate held for sale. The
reclassified asset was recorded at the lower of its carrying amount or fair
value, less cost to sell. This resulted in recording a provision for write-down
of assets of approximately $57,700 during the quarter and nine months ended
September 30, 2003. As of November 12, 2003 the sale had not occurred.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities" to expand upon and strengthen existing accounting guidance
that addresses when a company should include the assets, liabilities and
activities of another entity in its financial statements. To improve financial
reporting by companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company if that
company is subject to a majority risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated financial statements only if it controlled the entity through
voting interests. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and to older
entities, in the first fiscal year or interim period ending after December 15,
2003. The general partners believe adoption of this standard may result in
either consolidation or additional disclosure requirements of the Partnership's
unconsolidated joint ventures, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. FAS 150 will require issuers to classify certain
financial instruments as liabilities (or assets in some circumstances) that
previously were classified as equity. One requirement of FAS 150 is that
minority interests for majority owned finite lived entities be classified as a
liability and recorded at fair market value. FAS 150 initially applied
immediately to all financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. Effective October 29, 2003, the FASB deferred
implementation of FAS 150 as it applies to minority interests of finite lived
Partnerships. The deferral of these provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and Equity project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these provisions has
been stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund 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. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of November, 2003.
CNL INCOME FUND XII, 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 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. (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