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
0-23968
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CNL Income Fund XIII, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3143094
- --------------------------------- ------------------------------
(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 XIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2002 2001
------------------ -------------------
ASSETS
Land and buildings on operating leases, net $ 20,803,042 $ 20,079,603
Net investment in direct financing leases 5,121,495 5,182,644
Real estate held for sale 1,067,000 1,921,589
Investment in joint ventures 3,247,725 3,318,655
Cash and cash equivalents 744,196 785,750
Restricted cash 128,342 --
Receivables, less allowance for doubtful accounts of $1,672
in 2002 18,579 46,553
Accrued rental income 1,861,510 1,796,805
Other assets 32,928 17,834
------------------ -------------------
$ 33,024,817 $ 33,149,433
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 3,703 $ 5,945
Real estate taxes payable 5,471 5,372
Distributions payable 850,002 850,002
Due to related parties 21,644 15,534
Rents paid in advance and deposits 21,009 91,470
Deferred rental income 24,624 25,448
------------------ -------------------
Total liabilities 926,453 993,771
Partners' capital 32,098,364 32,155,662
------------------ -------------------
$ 33,024,817 $ 33,149,433
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIII, 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 $ 599,529 $ 584,203 $ 1,197,980 $ 1,158,975
Earned income from direct financing leases 133,707 156,493 269,036 334,527
Contingent rental income 53,153 61,184 104,083 86,219
Interest and other income 2,450 10,387 4,614 18,749
------------- ------------- --------------- ---------------
788,839 812,267 1,575,713 1,598,470
------------- ------------- --------------- ---------------
Expenses:
General operating and administrative 71,862 82,400 152,007 219,889
Property expenses 7,391 -- 12,710 17,691
Management fees to related parties 9,696 9,169 19,206 17,911
State and other taxes 4,029 2,588 37,608 57,077
Depreciation and amortization 97,922 90,880 194,928 181,760
Provision for write-down of assets -- -- -- 56,506
------------- ------------- --------------- ---------------
190,900 185,037 416,459 550,834
------------- ------------- --------------- ---------------
Income Before Equity in Earnings of Joint Ventures 597,939 627,230 1,159,254 1,047,636
Equity in Earnings of Joint Ventures 75,829 78,791 151,493 139,440
------------- ------------- --------------- ---------------
Income from Continuing Operations 673,768 706,021 1,310,747 1,187,076
------------- ------------- --------------- ---------------
Discontinued Operations (Note 5):
Income from discontinued operations, net 51,941 62,448 133,976 114,399
Gain on disposal of discontinued operations, net 303,176 -- 197,983 --
------------- ------------- --------------- ---------------
355,117 62,448 331,959 114,399
------------- ------------- --------------- ---------------
Net Income $1,028,885 $ 768,469 $ 1,642,706 $ 1,301,475
============= ============= =============== ===============
Income Per Limited Partner Unit
Continuing operations $ 0.17 $ 0.18 $ 0.33 $ 0.30
Discontinued operations 0.09 0.01 0.08 0.03
------------- ------------- --------------- ---------------
Total $ 0.26 $ 0.19 $ 0.41 $ 0.33
============= ============= =============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 4,000,000 4,000,000 4,000,000 4,000,000
============= ============= =============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIII, 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 $ 191,934 $ 191,934
Net income -- --
-------------------- ------------------
191,934 191,934
-------------------- ------------------
Limited partners:
Beginning balance 31,963,728 32,527,915
Net income 1,642,706 2,835,821
Distributions ($0.43 and $0.85 per
limited partner unit, respectively) (1,700,004 ) (3,400,008 )
-------------------- ------------------
31,906,430 31,963,728
-------------------- ------------------
Total partners' capital $ 32,098,364 $ 32,155,662
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIII, 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 $ 1,655,782 $ 1,610,208
----------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of assets 1,049,863 947,000
Additions to land and building on operating lease (917,956 ) --
Increase in restricted cash (129,239 ) --
Investment in joint venture -- (882,305 )
----------------- ---------------
Net cash provided by investing activities 2,668 64,695
----------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,700,004 ) (1,700,004 )
----------------- ---------------
Net cash used in financing activities (1,700,004 ) (1,700,004 )
----------------- ---------------
Net Decrease in Cash and Cash Equivalents (41,554 ) (25,101 )
Cash and Cash Equivalents at Beginning of Period 785,750 818,231
----------------- ---------------
Cash and Cash Equivalents at End of Period $ 744,196 $ 793,130
================= ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 850,002 $ 850,002
================= ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIII, 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 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 XIII, 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 majority of the net sales
proceeds from the sale of the property in Dayton, Ohio, in a property
in Houston, Texas at an approximate cost of $918,000. The Partnership
acquired this property from CNL Funding 2001-A, LP, a Delaware limited
partnership and an affiliate of the general partners (see Note 6).
4. Restricted Cash:
As of June 30, 2002, a portion of the net sales proceeds from the sale
of the Partnership's property in Dayton, Ohio were being held in an
interest bearing account pending the release of the funds.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2002 and 2001
5. Discontinued Operations:
In April, 2002, the Partnership entered into an agreement with an
unrelated third party to sell the property in Overland Park, Kansas. As
a result, the Partnership reclassified the assets relating to this
property from direct financing leases, land and building on operating
leases, and accrued rental income to real estate held for sale. The
property was recorded at the lower of its carrying amount or fair value
less cost to sell. In connection with the expected sale, the
Partnership recorded a loss on disposal from discontinued operations of
$105,193 in previously accrued rental income and unamortized lease
costs.
In June 2002, the Partnership sold its property in Dayton, Ohio to the
tenant and received net sales proceeds of approximately $1,049,900
resulting in a gain on disposal of discontinued operations of
approximately $303,200. 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 $ 53,426 $ 68,878 $ 111,789 $ 127,259
Other Income 658 -- 31,898 --
Expenses (2,143 ) (6,430 ) (9,711 ) (12,860 )
Gain on disposal of assets 303,176 -- 197,983 --
--------------- ------------- ------------- -------------
Income (loss) from discontinued
operations $ 355,117 $ 62,448 $ 331,959 $ 114,399
=============== ============= ============= =============
6. Related Party Transactions:
In June 2002, the Partnership acquired a property, in Houston, Texas,
from CNL Funding 2001-A, LP, for a purchase price of approximately
$918,000 (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 XIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on September 25, 1992, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurants, as well as properties upon which restaurants were to
be constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are generally triple-net leases, with the lessees generally responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
2001 and 2002, the Partnership owned 40 Properties directly. In addition, as of
June 30, 2001 and 2002, the Partnership owned six 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 $1,655,782 and $1,610,208 for the six months ended June 30, 2002 and 2001,
respectively. The increase in cash from operating activities for the six months
ended June 30, 2002, as compared to the six months ended June 30, 2001, was a
result of changes in the Partnership's working capital and changes in income and
expenses, as described below.
Other sources and uses of capital included the following during the six
months ended June 30, 2002.
In June 2002, the Partnership sold its Property in Dayton, Ohio to the
tenant and received net sales proceeds of approximately $1,049,900 resulting in
a gain on disposal of discontinued operations of approximately $303,200 during
the quarter and six months ended June 30, 2002. In addition, in June 2002, the
Partnership reinvested the majority of these net sales proceeds in a Property in
Houston, Texas. 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 the Property, including closing costs. The general
partners believe that this transaction, or a portion thereof, relating to the
sale of the Property in Dayton, Ohio and the reinvestment of the net sales
proceeds, described above, will qualify as a like-kind transaction for federal
income tax purpose. The Partnership anticipates its distributions will be
sufficient to enable the limited partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the general partners), resulting from
the transaction.
Currently, rental income from the Partnership's Properties is 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 $744,196
invested in such short-term investments, as compared to $785,750 at December 31,
2001. The funds remaining at June 30, 2002, will be used to pay distributions
and other liabilities of the Partnership.
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 Partnership's operations.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to the limited partners of $1,700,004 for each of the six
months ended June 30, 2002 and 2001 ($850,002 for each applicable quarter). This
represents distributions of $0.43 per unit for each of the six months ended June
30, 2002 and 2001 ($0.21 per unit 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 quarters
and 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 of the Partnership, including distributions payable,
were $926,453 at June 30, 2002, as compared to $993,771 at December 31, 2001,
primarily as a result of a decrease in rents paid in advance and deposits at
June 30, 2002, as compared to December 31, 2001. Liabilities at June 30, 2002,
to the extent they exceed cash and cash equivalents at June 30, 2002, will be
paid from anticipated future cash from operations, or in the event the general
partners elect to make additional capital contributions or loans, from future
general partner's capital contributions or loans.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,467,016 for the six months ended June 30,
2002 as compared to $1,493,502 in the comparable period of 2001, of which
$733,236 and $740,696 were earned during the second quarter of 2002 and 2001,
respectively. The decrease in rental revenues during the quarter and six months
ended June 30, 2002, as compared to the same periods of 2001, was primarily due
to the fact that the Partnership sold its Property in Mount Airy, North Carolina
in April 2001. Rental revenues are expected to remain at reduced amounts while
equity in earnings of joint ventures is expected to increase due to the fact
that the Partnership reinvested the majority of net sales proceeds relating to
the sale of the Property in Mount Airy, North Carolina, in a Property in Blue
Springs, Missouri with an affiliate of the General Partners, as
tenants-in-common.
For the six months ended June 30, 2002 and 2001, the Partnership also
earned $104,083 and $86,219, respectively, in contingent rental income, $53,153
and $61,184 of which were earned during the quarters ended June 30, 2002 and
2001, respectively. The increase in contingent rental income during the six
months ended June 30, 2002, as compared to the same period 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
also earned $4,614 and $18,749, respectively, in interest and other income,
$2,450 and $10,387 of which were earned during the quarters ended June 30, 2002
and 2001, respectively.
During the six months ended June 30, 2002 and 2001, the Partnership
earned $151,493 and $139,440, respectively, attributable to the net income
earned by these joint ventures, $75,829 and $78,791 of which were earned during
the quarters ended June 30, 2002 and 2001, respectively. The increase in net
income earned by unconsolidated 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 used the majority of the net sales
proceeds received from the sale of its Property in Mount Airy, North Carolina,
to acquire an interest in a Property in Blue Springs, Missouri, as
tenants-in-common with CNL Income Fund XV, Ltd., a Florida limited partnership
and affiliate of the general partners.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets, were $416,459 and $550,834 for the six
months ended June 30, 2002 and 2001, respectively, of which $190,900 and
$185,037 were incurred during the quarters ended June 30, 2002 and 2001,
respectively. The decrease in operating expenses during the six months ended
June 30, 2002, as compared to the same period of 2001, was primarily
attributable to a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties. In addition, the decrease in
operating expenses during the six months ended June 30, 2002, was partially due
to a decrease in state tax expense. The decrease in operating expenses during
the six months ended June 30, 2002, as compared to the same period of 2001, was
also partially due to the fact that during the six months ended June 30, 2001,
the Partnership incurred expenses such as legal fees relating to several
Properties with tenants who experienced financial difficulties.
Operating expenses were also higher during the six months ended June
30, 2001, as compared to the same period of 2002, due to the fact that the
Partnership recorded a provision for write-down of assets of $56,506 for the
Property in Mount Airy, North Carolina in March 2001. The provision represented
the difference between the carrying value of the Property and its fair value.
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 April, 2002, the Partnership entered into an agreement with an
unrelated third party to sell the property in Overland Park, Kansas. 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 relating to this Property from direct financing leases,
land and building on operating leases, and accrued rental income to real estate
held for sale. The property in Overland Park, Kansas was recorded at the lower
of its carrying amount or fair value less cost to sell. In connection with the
expected sale, the Partnership recorded a loss on disposal from discontinued
operations of $105,193 in previously accrued rental income and unamortized lease
costs. In addition, in June 2002, the Partnership sold its Property in Dayton,
Ohio to the tenant and received net sales proceeds of approximately $1,049,900
resulting in a gain on disposal of discontinued operations of $303,176. During
the six months ended June 30, 2002, the Partnership suspended the recording of
depreciation, accrued rental income and amortization of lease costs upon placing
both properties up for sale. During the six months ended June 30, 2002, the
Partnership received and recorded as other income $31,240 relating to a right of
way taking in connection with a parcel of land on the Property in Overland Park,
Kansas. The Partnership recognized, in connection with these Properties, net
rental income (rental revenues less Property related expenses) of $133,976 and
$114,399, during the six months ended June 30, 2002 and 2001, respectively, of
which $51,941 and $62,448 were earned during the quarters ended June 30, 2002
and 2001, respectively. These amounts were reported as Discontinued Operations
in the financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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 XIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-53672-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-53672-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XIII, Ltd. (Included as Exhibit
4.2 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, incorporated
herein by reference.)
10.1 Management Agreement between CNL Income Fund XIII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995,
and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on April 1, 1996,
and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2001, and
incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Filed
herewith.)
(b) Reports of 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 12th day of August, 2002.
By:CNL INCOME FUND XIII, 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 XIII, 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 12, 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 XIII, 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 12, 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 XIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-53672-01 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-53672-01 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XIII, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 31, 1994, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIII, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 31, 1994, and incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners,
LP to CNL Restaurants XVIII, Inc. (Filed herewith.)
EXHIBIT 10.5