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, 2003
--------------------------------------------------------------------------
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
---------------------------------------
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 ____
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 XIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 20,848,637 $ 21,048,701
Net investment in direct financing leases 5,490,978 5,561,235
Investment in joint ventures 3,182,596 3,211,480
Cash and cash equivalents 1,159,834 1,275,846
Receivables, less allowance for doubtful accounts of $12,598
and $3,222, respectively 46,849 76,653
Accrued rental income 1,986,996 1,932,122
Other assets 28,388 35,964
------------------ -------------------
$ 32,744,278 $ 33,142,001
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 15,943 $ 7,851
Real estate taxes payable 741 4,410
Distributions payable 850,002 850,002
Due to related parties 17,740 20,593
Rents paid in advance 68,666 147,147
Deferred rental income 22,975 23,800
------------------ -------------------
Total liabilities 976,067 1,053,803
Partners' capital 31,768,211 32,088,198
------------------ -------------------
$ 32,744,278 $ 33,142,001
================== ===================
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,
2003 2002 2003 2002
------------- ------------- ------------- ---------------
Revenues:
Rental income from operating leases $ 626,645 $ 599,531 $1,253,940 $ 1,197,981
Earned income from direct financing leases 146,634 133,706 294,919 269,036
Contingent rental income 56,708 53,152 93,788 104,083
Interest and other income 597 2,448 1,343 4,614
------------- ------------- ------------- ---------------
830,584 788,837 1,643,990 1,575,714
------------- ------------- ------------- ---------------
Expenses:
General operating and administrative 62,070 71,378 140,956 152,007
Property related 3,204 7,875 4,623 12,710
Management fees to related parties 9,431 9,696 18,517 19,206
State and other taxes -- 4,029 56,240 37,608
Depreciation and amortization 100,091 97,921 200,182 194,928
------------- ------------- ------------- ---------------
174,796 190,899 420,518 416,459
------------- ------------- ------------- ---------------
Income Before Equity in Earnings of Joint
Ventures 655,788 597,938 1,223,472 1,159,255
Equity in Earnings of Joint Ventures 79,303 75,829 156,545 151,493
------------- ------------- ------------- ---------------
Income from Continuing Operations 735,091 673,767 1,380,017 1,310,748
------------- ------------- ------------- ---------------
Discontinued Operations:
Income from discontinued operations -- 51,941 -- 28,783
Gain on disposal of discontinued operations -- 303,176 -- 303,176
------------- ------------- ------------- ---------------
-- 355,117 -- 331,959
------------- ------------- ------------- ---------------
Net Income $ 735,091 $1,028,884 $1,380,017 $ 1,642,707
============= ============= ============= ===============
Income Per Limited Partner Unit
Continuing operations $ 0.18 $ 0.17 $ 0.35 $ 0.33
Discontinued operations -- 0.09 -- 0.08
------------- ------------- ------------- ---------------
$ 0.18 $ 0.26 $ 0.35 $ 0.41
============= ============= ============= ===============
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,
2003 2002
-------------------- -------------------
General partners:
Beginning balance $ 191,934 $ 191,934
Net income -- --
-------------------- -------------------
191,934 191,934
-------------------- -------------------
Limited partners:
Beginning balance 31,896,264 31,963,728
Net income 1,380,017 3,332,544
Distributions ($0.43 and $0.85 per
limited partner unit, respectively) (1,700,004 ) (3,400,008 )
-------------------- -------------------
31,576,277 31,896,264
-------------------- -------------------
Total partners' capital $ 31,768,211 $ 32,088,198
==================== ===================
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,
2003 2002
--------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,583,992 $ 1,655,782
--------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of real estate properties -- 1,049,863
Additions to real estate properties with operating leases -- (917,956 )
Increase in restricted cash -- (129,239 )
--------------- --------------
Net cash provided by investing activities -- 2,668
--------------- --------------
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 (116,012 ) (41,554 )
Cash and Cash Equivalents at Beginning of Period 1,275,846 785,750
--------------- --------------
Cash and Cash Equivalents at End of Period $ 1,159,834 $ 744,196
=============== ==============
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, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003, may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XIII, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. The consolidation requirements of FIN 46 apply immediately
to variable interest entities created after January 31, 2003, and to
older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Concentration of Credit Risk:
The following schedule presents total rental revenues from individual
lessees, each representing more than ten percent of rental revenues
(including the Partnership's share of rental revenues from the joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners), for each of the six months ended June 30:
2003 2002
---------------- ----------------
Flagstar Enterprises, Inc. $ 315,782 $ 318,600
Golden Corral Corporation 313,320 314,322
LJS Restaurants, Inc. and Long John
Silver's, Inc. (under common
control) 203,353 201,825
Checkers Drive-In Restaurants, Inc.
183,060 N/A
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than ten percent
of rental revenues (including the Partnership's share of rental
revenues from the joint ventures and the properties held as
tenants-in-common with affiliates of the general partners), for each of
the six months ended June 30:
2003 2002
---------------- ----------------
Hardee's $ 315,782 $ 318,600
Golden Corral Family Steakhouse Restaurants 313,320 314,322
Long John Silver's and Long John
Silver's/A&W Restaurant 203,353 201,825
Checkers Drive-In Restaurant 183,060 N/A
Burger King N/A 211,374
The information denoted by N/A indicates that for each period
presented, the tenant or chain did not represent more than ten percent
of the Partnership's total rental revenues.
Although the Partnership's properties have some geographical diversity
in the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any of these lessees or restaurant
chains will significantly impact the results of operations of the
Partnership if the Partnership is not able to re-lease the properties
in a timely manner.
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,
2003 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 was $1,583,992 and $1,655,782 for the
six months ended June 30, 2003 and 2002, respectively. At June 30, 2003, the
Partnership had $1,159,834 in cash and cash equivalents, as compared to
$1,275,846 at December 31, 2002. At June 30, 2003, these funds were primarily
held in demand deposit accounts at commercial banks. The funds remaining at June
30, 2003, 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.
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, 2003 and 2002 ($850,002 for each applicable quarter). This
represents distributions of $0.43 per unit for each of the six months ended June
30, 2003 and 2002 ($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,
2003 and 2002. No amounts distributed to the limited partners for the six months
ended June 30, 2003 and 2002 are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
decreased to $976,067 at June 30, 2003, from $1,053,803 at December 31, 2002,
primarily as a result of a decrease in rents paid in advance at June 30, 2003,
as compared to December 31, 2002. The general partners believe that the
Partnership has sufficient cash on hand to meet its current working capital
needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,548,859 for the six months ended June 30,
2003, as compared to $1,467,017 for the same period in 2002, of which $773,279
and $733,237 were earned during the second quarter of 2003 and 2002,
respectively. The increase in rental revenues during the quarter and six months
ended June 30, 2003, as compared to the same periods in 2002, was primarily due
to the Partnership reinvesting the majority of the net proceeds from the 2002
sales of the Properties in Dayton, Ohio, and Overland Park, Kansas in two
Properties, one in Houston, Texas and the other in Lee's Summit, Missouri.
In December 2002, AmeriKing Corporation, the parent company to National
Restaurant Enterprises, Inc., which is the tenant of the Property in Cincinnati,
Ohio, filed for bankruptcy protection. As of August 7, 2003, the Partnership has
continued receiving rental payments relating to this lease. While the tenant has
neither rejected nor affirmed the lease, there can be no assurance that it will
not be rejected in the future. The lost revenues that would result if the tenant
rejects this lease will have an adverse effect on the results of operations of
the Partnership if the Partnership is unable to lease the Property in a timely
manner.
During the six months ended June 30, 2003 and 2002, the Partnership
also earned $93,788 and $104,083, respectively, in contingent rental income, of
which $56,708 and $53,152 were earned during the second quarter of 2003 and
2002, respectively. The decrease in contingent rental income during the six
months ended June 30, 2003, as compared to the same period in 2002, was due to a
reduction in the reported gross sales of the restaurants as compared to the same
period in 2002.
During the six months ended June 30, 2003 and 2002, the Partnership
earned $156,545 and $151,493, respectively, attributable to the net income
earned by joint ventures, of which $79,303 and $75,829 were earned during the
second quarter of 2003 and 2002, respectively. Net income earned by joint
ventures during the six months ended June 30, 2003, as compared to same period
in 2002, remained constant, as there was no change in the leased Property
portfolio owned by the joint ventures and the tenancies in common.
During the six months ended June 30, 2003, four lessees (or groups of
affiliated lessees) of the Partnership, Flagstar Enterprises, Inc., Golden
Corral Corporation, LJS Restaurants, Inc. and Long John Silver's, Inc., (which
are affiliated entities under common control) (hereinafter referred to as "Long
John Silver's, Inc."), and Checkers Drive-In Restaurants, Inc., each contributed
more than ten percent of the Partnership's total rental revenues (including the
Partnership's share of rental revenues from Properties owned by joint ventures
and Properties owned with affiliates of the general partners as
tenants-in-common arrangements). It is anticipated that, based on the minimum
rental payments required by the leases, these four lessees will each continue to
contribute more than ten percent of the Partnership's total rental revenues. In
addition, four restaurant chains (or dual concept restaurant chains), Hardee's,
Golden Corral Family Steakhouse Restaurants ("Golden Corral"), Long John
Silver's and Long John Silver's/A&W Restaurant, and Checkers Drive-In
Restaurants, each accounted for more than ten percent of the Partnership's total
rental revenues (including the Partnership's share of rental revenues from
Properties owned by joint ventures and Properties owned with affiliates of the
general partners as tenants-in-common arrangements). It is anticipated that
these four Restaurant chains each will continue to account for more than ten
percent of the Partnership's total rental revenues under the terms of the
leases. Any failure of these lessees or restaurant chains will materially affect
the Partnership's operating results if the Partnership is not able to re-lease
the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $420,518 and $416,459 for the six months ended June 30, 2003 and 2002,
respectively, of which $174,796 and $190,899 were incurred during the second
quarter of 2003 and 2002, respectively. The increase in operating expenses
during the six months ended June 30, 2003 was due to an increase in state tax
expense relating to several states in which the Partnership conducts business,
and to an increase in depreciation expense as a result of a Property acquisition
in 2002. The increase during the six months ended June 30, 2003 was partially
offset by, and the decrease during the quarter ended June 30, 2003 was partially
due to, a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties which were classified as Discontinued Operations in the
accompanying financial statements. During the quarter and six months ended June
30, 2002, the Partnership recognized a net rental loss (rental revenues less
Property related expenses and provisions for write-down of assets) of $51,941
and $28,783, respectively, relating to these two Properties. The Partnership
recorded a provision for write-down of assets relating to the Property in
Overland Park, Kansas of approximately $105,200 during the six months ended June
30, 2002 in anticipation of the sale. The provision represented the difference
between the Property's net carrying value and its estimated fair value. In June
2002, the Partnership sold its Property in Dayton, Ohio to the tenant, which
resulted in a gain on disposal of discontinued operations of $303,176. The
Partnership sold the Property in Overland Park, Kansas subsequent to June 30,
2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
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 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 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.)
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 of Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 8th day of August, 2003.
CNL INCOME FUND XIII, 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 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.)
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.) 32.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2