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, 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
Item 4. Controls and Procedures 10
Part II
Other Information 11-12
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2002 2001
------------------ -------------------
ASSETS
Land and buildings on operating leases, net $ 21,148,732 $ 20,079,603
Net investment in direct financing leases 5,595,114 5,182,644
Real estate held for sale -- 1,921,589
Investment in joint ventures 3,217,132 3,318,655
Cash and cash equivalents 1,161,354 785,750
Receivables, less allowance for doubtful accounts of $1,517
in 2002 30,868 46,040
Due from related parties 9,132 513
Accrued rental income 1,898,402 1,796,805
Other assets 34,286 17,834
------------------ -------------------
$ 33,095,020 $ 33,149,433
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 22,019 $ 5,945
Real estate taxes payable 2,940 5,372
Distributions payable 850,002 850,002
Due to related parties 29,093 15,534
Rents paid in advance and deposits -- 91,470
Deferred rental income 24,212 25,448
------------------ -------------------
Total liabilities 928,266 993,771
Partners' capital 32,166,754 32,155,662
------------------ -------------------
$ 33,095,020 $ 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 Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------- ------------- --------------- ---------------
Revenues:
Rental income from operating leases $ 628,444 $ 579,417 $ 1,826,425 $ 1,738,391
Earned income from direct financing leases 134,900 153,409 403,936 487,936
Contingent rental income 67,460 40,538 171,543 126,757
Interest and other income 634 4,627 5,248 23,376
------------- ------------- --------------- ---------------
831,438 777,991 2,407,152 2,376,460
------------- ------------- --------------- ---------------
Expenses:
General operating and administrative 64,652 39,667 216,659 259,556
Property expenses 5,490 16,638 18,200 34,328
Management fees to related parties 8,612 9,334 27,818 27,245
State and other taxes -- -- 37,608 57,077
Depreciation and amortization 100,009 90,880 294,937 272,640
Provision for write-down of assets -- -- -- 56,506
------------- ------------- --------------- ---------------
178,763 156,519 595,222 707,352
------------- ------------- --------------- ---------------
Income Before Equity in Earnings of Joint Ventures 652,675 621,472 1,811,930 1,669,108
Equity in Earnings of Joint Ventures 76,297 89,994 227,790 229,434
------------- ------------- --------------- ---------------
Income from Continuing Operations 728,972 711,466 2,039,720 1,898,542
------------- ------------- --------------- ---------------
Discontinued Operations (Note 4):
Income from discontinued operations, net 162,119 46,178 296,095 160,577
Gain on disposal of discontinued operations, net 27,300 -- 225,283 --
------------- ------------- --------------- ---------------
189,419 46,178 521,378 160,577
------------- ------------- --------------- ---------------
Net Income $ 918,391 $ 757,644 $ 2,561,098 $ 2,059,119
============= ============= =============== ===============
Income Per Limited Partner Unit
Continuing operations $ 0.18 $ 0.18 $ 0.51 $ 0.47
Discontinued operations 0.05 0.01 0.13 0.04
------------- ------------- --------------- ---------------
Total $ 0.23 $ 0.19 $ 0.64 $ 0.51
============= ============= =============== ===============
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
Nine Months Ended Year Ended
September 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 2,561,098 2,835,821
Distributions ($0.64 and $0.85 per
limited partner unit, respectively) (2,550,006 ) (3,400,008 )
--------------------- ------------------
31,974,820 31,963,728
--------------------- ------------------
Total partners' capital $ 32,166,754 $ 32,155,662
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2002 2001
----------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 2,650,401 $ 2,417,299
----------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of assets 2,144,163 947,000
Additions to land and buildings (1,868,954 ) --
Investment in joint venture -- (882,305 )
----------------- ---------------
Net cash provided by investing activities 275,209 64,695
----------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,550,006 ) (2,550,006 )
----------------- ---------------
Net cash used in financing activities (2,550,006 ) (2,550,006 )
----------------- ---------------
Net Increase (decrease) in Cash and Cash Equivalents 375,604 (68,012 )
Cash and Cash Equivalents at Beginning of Period 785,750 818,231
----------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,161,354 $ 750,219
================= ===============
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 Nine Months Ended September 30, 2002 and 2001
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and nine months ended September 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 4 and
5).
In September 2002, the Partnership reinvested the majority of the net
sales proceeds from the sale of the property in Overland Park, Kansas,
in a property in Lee's Summit, Missouri at an approximate cost of
$951,000. The Partnership acquired this property from CNL Net Lease
Investors, L.P., a California limited partnership and an affiliate of
the general partners (see Note 5). The land portion of this property
was classified as an operating lease while the building portion was
classified as a direct financing lease.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
4. Discontinued Operations:
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. In August 2002, the Partnership sold its
Property in Overland Park, Kansas to an unrelated third party and
received net sales proceeds of $1,094,300 resulting in a loss on
disposal of discontinued operations of approximately $77,900. 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:
Nine Months Ended
Quarter Ended September 30, September 30,
2002 2001 2002 2001
--------------- ------------- ------------- -------------
Rental revenues $ 15,027 $ 52,613 $ 126,816 $ 179,872
Other Income -- -- 31,898 --
Termination Fee Income 147,750 -- 147,750 --
Expenses (658 ) (6,435 ) (10,369 ) (19,295 )
Gain on disposal of assets 27,300 -- 225,283 --
--------------- ------------- ------------- -------------
Income from discontinued
operations $ 189,419 $ 46,178 $ 521,378 $ 160,577
=============== ============= ============= =============
5. Related Party Transactions:
In June 2002, the Partnership acquired a property, in Houston, Texas,
from CNL Funding 2001-A, LP, for approximately $918,000 (see Note 3).
CNL Funding 2001-A, LP, an affiliate of the general partners, 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.
In September 2002, the Partnership acquired a property in Lee's Summit,
Missouri, from CNL Net Lease Investors, L.P. ("NLI") at an approximate
cost of $951,000 (see Note 3). During 2002, and prior to the
Partnership's acquisition of this property, CNL Financial LP Holding,
LP ("CFN") and CNL Net Lease Investors GP Corp. ("GP Corp") purchased
the limited partner's interest and general partner's interest,
respectively, of NLI. Prior to this transaction, an affiliate of the
Partnership's general partners owned a 0.1% interest in NLI and served
as a general partner of NLI. The original general partners of NLI
waived their rights to benefit from this transaction. The acquisition
price paid by CFN for the limited partner's interest was based on the
portfolio acquisition price. The Partnership acquired the property in
Lee's Summit, Missouri at CFN's cost and did not pay any additional
compensation to CFN for the acquisition of this property. Each CNL
entity is an affiliate of the Partnership's general partners.
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
September 30, 2001 and 2002, the Partnership owned 40 Properties directly and
six Properties indirectly through joint venture or tenancy in common
arrangements.
Capital Resources
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) was $2,650,401 and $2,417,299 for the
nine months ended September 30, 2002 and 2001, respectively. The increase in
cash from operating activities for the nine months ended September 30, 2002, as
compared to the nine months ended September 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
nine months ended September 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. 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 and carry
the Property. 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.
In August 2002, the Partnership sold its Property in Overland Park,
Kansas to an unrelated third party and received net sales proceeds of
approximately $1,094,300 resulting in a loss on disposal of discontinued
operations of approximately $77,900. In addition, in September 2002, the
Partnership reinvested the majority of these net sales proceeds in a Property in
Lee's Summit, Missouri. The Partnership acquired this Property from CNL Net
Lease Investors, L.P. ("NLI") at an approximate cost of $951,000. During 2002,
and prior to the Partnership's acquisition of this property, CNL Financial LP
Holding, LP ("CFN") and CNL Net Lease Investors GP Corp. ("GP Corp") purchased
the limited partner's interest and general partner's interest, respectively, of
NLI. Prior to this transaction, an affiliate of the Partnership's general
partners owned a 0.1% interest in NLI and served as a general partner of NLI.
The original general partners of NLI waived their rights to benefit from this
transaction. The acquisition price paid by CFN for the limited partner's
interest was based on the portfolio acquisition price. The Partnership acquired
the property in Lee's Summit, Missouri at CFN's cost and did not pay any
additional compensation to CFN for the acquisition of this property. Each CNL
entity is an affiliate of the Partnership's general partners.
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 September 30, 2002, the Partnership had
$1,161,354 invested in such short-term investments, as compared to $785,750 at
December 31, 2001. The increase in cash and cash equivalents at September 30,
2002, as compared to December 31, 2001, was primarily due to approximately
$275,000 in remaining net sales proceeds pending reinvestment in an additional
Property. The funds remaining at September 30, 2002, after payment of
distributions and other liabilities, will be used to invest in an additional
Property, and to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who meet specified
financial standards minimizes the Partnership's operating expenses. The general
partners believe that the leases will generate net cash flow in excess of
operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the Partnership's operations.
Total liabilities of the Partnership, including distributions payable,
were $928,266 at September 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 September 30, 2002, as compared to December 31, 2001. The general partners
believe that the Partnership has sufficient cash on hand to meet its current
working capital needs.
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 $2,550,006 for each of the
nine months ended September 30, 2002 and 2001 ($850,002 for each applicable
quarter). These represent distributions of $0.64 per unit for each of the nine
months ended September 30, 2002 and 2001 ($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, 2002 and 2001. No amounts distributed to the
limited partners for the quarters and nine months ended September 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.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $2,230,361 for the nine months ended
September 30, 2002 as compared to $2,226,327 in the comparable period in 2001,
of which $763,344 and $732,826 were earned during the third quarter of 2002 and
2001, respectively. The increase in rental revenues during the quarter and nine
months ended September 30, 2002, as compared to the same periods in 2001, was
primarily due to the Partnership reinvesting the majority of the net sales
proceeds in two Properties in Houston, Texas and Lee's Summit, Missouri, as
described above in "Capital Resources." The increase in rental revenues during
the quarter and nine months ended September 30, 2002, as compared to the same
periods of 2001, was partially offset by the fact that the Partnership sold its
Property in Mount Airy, North Carolina in April 2001.
During the nine months ended September 30, 2002 and 2001, the
Partnership also earned $171,543 and $126,757, respectively, in contingent
rental income, $67,460 and $40,538 of which were earned during the quarters
ended September 30, 2002 and 2001, respectively. The increase in contingent
rental income during the nine months ended September 30, 2002, as compared to
the same period in 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 nine months ended September 30, 2002 and 2001, the
Partnership also earned $5,248 and $23,376, respectively, in interest and other
income, $634 and $4,627 of which were earned during the quarters ended September
30, 2002 and 2001, respectively. Interest and other income were higher during
the nine months ended September 30, 2001, as compared to the same period in
2002, primarily due to higher average cash balances during the nine months ended
September 30, 2001.
During the nine months ended September 30, 2002 and 2001, the
Partnership earned $227,790 and $229,434, respectively, attributable to the net
income earned by joint ventures, $76,297 and $89,994 of which were earned during
the quarters ended September 30, 2002 and 2001, respectively. The decrease in
net income earned by joint ventures, during the quarter and nine months ended
September 30, 2002, is primarily due to a decrease in contingent rental income
resulting from lower gross sales from the restaurant Property in Miami, Florida,
the lease of which requires the payment of contingent rental income. The
Partnership owns approximately a 48% interest in this Property as,
tenants-in-common, with Florida limited partnerships which are affiliates of the
general partners. The decrease in net income earned by unconsolidated joint
ventures during the quarter and nine months ended September 30, 2002, as
compared to the same periods in 2001, was partially offset by 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. The Partnership owns
approximately a 41% interest in this Property, 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 $595,222 and $707,352 for the nine
months ended September 30, 2002 and 2001, respectively, of which $178,763 and
$156,519 were incurred during the quarters ended September 30, 2002 and 2001,
respectively. The decrease in operating expenses during the nine months ended
September 30, 2002, as compared to the same period in 2001, was partially
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 nine months ended September 30, 2002, was
partially due to a decrease in state tax expense and lower Property expenses
relating to properties with a tenant who was experiencing financial
difficulties; the leases of these properties have been assigned to new tenants.
Operating expenses were also higher during the nine months ended
September 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.
The decrease in operating expenses during the nine months ended September 30,
2002, was partially offset by an increase in depreciation expense due to the
Property acquisitions described above.
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.
During the nine months ended September 30, 2002, the Partnership
identified and sold two Properties that met the criteria of this standard. The
financial results of these Properties were classified as Discontinued Operations
in the accompanying financial statements. The majority of the net sales proceeds
from the sales of these Properties were reinvested in income producing
Properties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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. (Included
as Exhibit 10.5 to Form 10-Q filed with the
Securities and Exchange Commission on August 14,
2002, and incorporated herein by reference.)
99.1 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.)
99.2 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 of Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 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 7th day of November, 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 RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund XIII, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ James M. Seneff, Jr.
- -------------------------------
James M. Seneff, Jr.
Chief Executive Officer
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
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund XIII, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ Robert A. Bourne
- ----------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) 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. (Included as Exhibit
10.5 to Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2002, and incorporated herein by
reference.)
99.1 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.)
99.2 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 99.1
EXHIBIT 99.2