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
--------------------------------------
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
---------------------------------------
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
March 31, December 31,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 24,450,970 $ 24,586,558
Net investment in direct financing leases 5,179,680 5,220,842
Real estate held for sale 1,376,856 3,773,892
Investment in joint ventures 1,752,477 1,749,787
Cash and cash equivalents 5,408,958 2,084,914
Certificates of deposit 552,080 550,991
Receivables, less allowance for doubtful accounts
of $202,731 and $170,957, respectively 7,226 9,454
Accrued rental income, less allowance for doubtful
accounts of $8,819 and $9,061, respectively 2,357,411 2,353,901
Other assets 39,215 47,580
------------------ -------------------
$ 41,124,873 $ 40,377,919
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 57,557 $ 25,794
Real estate taxes payable 18,279 16,504
Distributions payable 956,252 956,252
Due to related parties 40,704 19,503
Rents paid in advance and deposits 204,996 241,936
------------------ -------------------
Total liabilities 1,277,788 1,259,989
Minority interests 1,211,904 1,217,270
Commitments (Note 4)
Partners' capital 38,635,181 37,900,660
------------------ -------------------
$ 41,124,873 $ 40,377,919
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
--------------- ---------------
Revenues:
Rental income from operating leases $ 781,340 $ 777,251
Earned income from direct financing leases 140,815 159,642
Contingent rental income 3,735 5,164
Interest and other income 1,915 7,952
--------------- ---------------
927,805 950,009
--------------- ---------------
Expenses:
General operating and administrative 105,940 85,378
Property related 6,903 3,675
Management fees to related parties 10,980 10,808
State and other taxes 54,905 42,995
Depreciation and amortization 136,452 136,372
--------------- ---------------
315,180 279,228
--------------- ---------------
Income before minority interests and
equity in earnings of unconsolidated
joint ventures 612,625 670,781
Minority interests (27,836) (28,414)
Equity in earnings of unconsolidated joint ventures 36,090 42,165
--------------- ---------------
Income from continuing operations 620,879 684,532
Discontinued operations:
Income from discontinued operations 100,945 78,587
Gain on disposal of discontinued operations 968,949 --
--------------- ---------------
1,069,894 78,587
--------------- ---------------
Net income $ 1,690,773 $ 763,119
=============== ===============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.15
Discontinued operations 0.24 0.02
--------------- ---------------
$ 0.38 $ 0.17
=============== ===============
Weighted average number of limited
partner units outstanding 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
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- ------------------
General partners:
Beginning balance $ $259,109 $ 259,109
Net income -- --
------------------- ----------------
259,109 259,109
------------------- ----------------
Limited partners:
Beginning balance 37,641,551 38,228,265
Net income 1,690,773 3,238,294
Distributions ($0.21 and $0.85 per
limited partner unit, respectively) (956,252) (3,825,008)
------------------- ----------------
38,376,072 37,641,551
------------------- ----------------
Total partners' capital $ 38,635,181 $ 37,900,660
=================== ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
---------------- -----------------
Net cash provided by operating activities $ 956,114 $ 922,448
---------------- -----------------
Cash flows from investing activities:
Proceeds from sale of real estate properties 3,357,384 --
---------------- -----------------
Net cash from investing activities 3,357,384 --
---------------- -----------------
Cash flows from financing activities:
Distributions to limited partners (956,252) (1,068,752)
Distributions to holders of minority interests (33,202) (33,506)
---------------- -----------------
Net cash used in financing activities (989,454) (1,102,258)
---------------- -----------------
Net increase (decrease) in cash and cash equivalents 3,324,044 (179,810)
Cash and cash equivalents at beginning of quarter 2,084,914 1,274,469
---------------- -----------------
Cash and cash equivalents at end of quarter $ 5,408,958 $ 1,094,659
================ =================
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 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 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 XII, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 59.05% interest in Williston Real
Estate Joint Venture, its 55% interest in Bossier City Joint Venture
and its 80% interest in CNL VIII, X, XII Kokomo Joint Venture using the
consolidation method. Minority interests represent the minority joint
venture partners' proportionate share of the equity in the consolidated
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 XII, 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 for sale three properties that
were classified as discontinued operations in the accompanying
financial statements. The Partnership sold the property in Tempe,
Arizona in December 2003. During the quarter ended March 31, 2004, the
Partnership identified three additional properties for sale. The assets
were reclassified from real estate properties with operating leases and
net investment in direct financing leases to real estate held for sale
and were recorded at the lower of their carrying amount or fair value
less cost to sell. In March 2004, the Partnership sold the properties
in Toccoa, Georgia; Blue Springs, Missouri; and Fultondale, Alabama to
separate third parties and received aggregate net sales proceeds of
approximately $3,357,400 resulting in a gain on disposal of
discontinued operations of approximately $968,900.
The operating results of these six properties reflected as discontinued
operations are as follows:
Quarter Ended March 31,
2004 2003
--------------- ---------------
Rental revenues $ 101,937 $ 100,162
Expenses (992) (21,575)
--------------- ---------------
Income from discontinued operations $ 100,945 $ 78,587
=============== ===============
4. Commitments
In March 2004, the Partnership entered into agreements with separate
third parties to sell the properties in Black Mountain, North Carolina
and Columbia, Mississippi. As of May 3, 2004 the Partnership had not
sold these properties.
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 March 31, 2004 and 2003, the Partnership directly owned 37 and
41 Properties, respectively and owned seven Properties indirectly through joint
venture or tenancy in common arrangements.
Capital Resources
For the quarters ended March 31, 2004 and 2003, net cash provided by
operating activities was $956,114 and $922,448, respectively.
During the quarter ended March 31, 2004, the Partnership sold its
Properties in Toccoa, Georgia, Blue Springs, Missouri and Fultondale, Alabama to
separate third parties and received aggregate net sales proceeds of
approximately $3,357,400 resulting in an aggregate gain on disposal of
discontinued operations of approximately $968,900. The general partners intend
to reinvest the net sales proceeds in additional Properties and to pay
liabilities.
At March 31, 2004, the Partnership had $5,408,958 in cash and cash
equivalents, as compared to $2,084,914 at December 31, 2003. At March 31, 2004,
these funds were held in demand deposit accounts at a commercial bank. The
increase in cash and cash equivalents at March 31, 2004 is because the
Partnership is holding net sales proceeds from the sales described above. The
funds remaining at March 31, 2004, after 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 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 such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to the limited partners of $956,252 for each of the
quarters ended March 31, 2004 and 2003. This represents distributions for each
applicable quarter of $0.21 per unit. 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, were $1,277,788 at
March 31, 2004, as compared to $1,259,989 at December 31, 2003. The increase in
liabilities was primarily due to an increase in accounts payable and accrued
expenses and amounts due to related parties at March 31, 2004. The increase was
partially offset by a decrease in rents paid in advance and deposits. The
general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In March 2004, the Partnership entered into separate agreements to
sell the Properties in Black Mountain, North Carolina and Columbia, Mississippi.
As of May 3, 2004, the Partnership had not sold these Properties.
The Partnership has no contractual obligations or contingent
liabilities as of March 31, 2004.
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 $922,155 during the
quarter ended March 31, 2004, as compared to $936,893 during the same period of
2003. Rental revenues from continuing operations remained relatively constant
because the changes in the leased property portfolio related to the Properties
that were accounted for as discontinued operations.
The Partnership also earned $36,090 attributable to net income earned
by unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $42,165 during the same period of 2003. The decrease in the net
income earned by unconsolidated joint ventures during the quarter ended March
31, 2004 was primarily due to the January 2004 expiration of the lease of the
Property in Kingsville, Texas, owned by Kingsville Real Estate Joint Venture, in
which the Partnership has a 31.13% interest. The lost revenues resulting from
the lease expiration will continue to have an adverse effect on the equity in
earnings of unconsolidated joint ventures if the joint venture is not able to
re-lease the Property in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $315,180 during the quarter ended March 31, 2004, as compared to $279,228
during the same period of 2003. The increase in operating expenses during the
quarter ended March 31, 2004, was partially due to the Partnership incurring
additional general operating and administrative expenses, including legal fees.
The increase in operating expenses was also partially attributable to an
increase in state tax expense relating to a state in which the Partnership
conducts business.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $78,587 during the quarter ended
March 31, 2003, relating to the Properties in Tempe, Arizona; Toccoa, Georgia;
Blue Springs, Missouri; Fultondale, Alabama; Black Mountain, North Carolina; and
Columbia, Mississippi. The Partnership sold the Tempe, Arizona Property in
December 2003. The Partnership recognized income from discontinued operations of
$100,945 during the quarter ended March 31, 2004. The Partnership sold the
Toccoa, Georgia; Blue Springs, Missouri; and Fultondale, Alabama Properties in
March 2004 and recorded an aggregate gain on disposal of discontinued operations
of approximately $968,900. As of May 3, 2004, the Partnership had not sold the
Properties in Black Mountain, North Carolina or Columbia, Mississippi.
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
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 Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(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 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 Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
<
EXHIBIT 32.2