FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended September 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _____________________ to _____________________
Commission file number
0-23968
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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 ____
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
September 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 20,748,605 $ 21,048,701
Net investment in direct financing leases 5,454,426 5,561,235
Investment in joint ventures 3,170,693 3,211,480
Cash and cash equivalents 1,242,073 1,275,846
Receivables, less allowance for doubtful accounts of $39,619
and $3,222, respectively 35,902 76,653
Accrued rental income 2,005,943 1,932,122
Other assets 40,709 35,964
------------------ -------------------
$ 32,698,351 $ 33,142,001
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 18,653 $ 7,851
Real estate taxes payable 3,030 4,410
Distributions payable 850,002 850,002
Due to related parties 22,245 20,593
Rents paid in advance 153,045 147,147
Deferred rental income 22,561 23,800
------------------ -------------------
Total liabilities 1,069,536 1,053,803
Partners' capital 31,628,815 32,088,198
------------------ -------------------
$ 32,698,351 $ 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- ---------------
Revenues:
Rental income from operating leases $ 633,741 $ 628,444 $1,887,681 $ 1,826,425
Earned income from direct financing leases 145,676 134,900 440,595 403,936
Contingent rental income 25,543 67,460 119,331 171,543
Interest and other income -- 959 1,343 5,573
------------- ------------- ------------- ---------------
804,960 831,763 2,448,950 2,407,477
------------- ------------- ------------- ---------------
Expenses:
General operating and administrative 59,492 69,310 200,448 221,317
Property related 6,738 1,157 11,361 13,867
Management fees to related parties 9,054 8,612 27,571 27,818
State and other taxes 40 -- 56,280 37,608
Depreciation and amortization 100,094 100,009 300,276 294,937
------------- ------------- ------------- ---------------
175,418 179,088 595,936 595,547
------------- ------------- ------------- ---------------
Income Before Equity in Earnings of Joint
Ventures 629,542 652,675 1,853,014 1,811,930
Equity in Earnings of Joint Ventures 81,064 76,297 237,609 227,790
------------- ------------- ------------- ---------------
Income from Continuing Operations 710,606 728,972 2,090,623 2,039,720
------------- ------------- ------------- ---------------
Discontinued Operations:
Income from discontinued operations -- 162,119 -- 190,902
Gain on disposal of discontinued operations -- 27,300 -- 330,476
------------- ------------- ------------- ---------------
-- 189,419 -- 521,378
------------- ------------- ------------- ---------------
Net Income $ 710,606 $ 918,391 $2,090,623 $ 2,561,098
============= ============= ============= ===============
Income Per Limited Partner Unit
Continuing operations $ 0.18 $ 0.18 $ 0.52 $ 0.51
Discontinued operations -- 0.05 -- 0.13
------------- ------------- ------------- ---------------
$ 0.18 $ 0.23 $ 0.52 $ 0.64
============= ============= ============= ===============
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,
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 2,090,623 3,332,544
Distributions ($0.64 and $0.85 per
limited partner unit, respectively) (2,550,006 ) (3,400,008 )
--------------------- -------------------
31,436,881 31,896,264
--------------------- -------------------
Total partners' capital $ 31,628,815 $ 32,088,198
===================== ===================
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,
2003 2002
--------------- --------------
Net Cash Provided by Operating Activities $ 2,516,233 $ 2,650,401
--------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of assets -- 2,144,163
Additions to real estate properties -- (1,868,954 )
Increase in restricted cash -- (129,239 )
Decrease in restricted cash -- 129,239
--------------- --------------
Net cash provided by investing activities -- 275,209
--------------- --------------
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 (33,773 ) 375,604
Cash and Cash Equivalents at Beginning of Period 1,275,846 785,750
--------------- --------------
Cash and Cash Equivalents at End of Period $ 1,242,073 $ 1,161,354
=============== ==============
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, 2003 and 2002
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and nine months ended September 30, 2003, may
not be indicative of the results that may be expected for the year
ending December 31, 2003. Amounts as of December 31, 2002, included in
the financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XIII, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of
Variable Interest Entities" to expand upon and strengthen existing
accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with
variable interest entities (more commonly referred to as
special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company
if that company is subject to a majority risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. Prior to FIN 46, a company generally
included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period ending after December 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements of the
Partnership's unconsolidated joint ventures, which are currently
accounted for under the equity method. However, such consolidation is
not expected to significantly impact the Partnership's results of
operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity" ("FAS 150"). FAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. FAS 150 will require
issuers to classify certain financial instruments as liabilities (or
assets in some circumstances) that previously were classified as
equity. One requirement of FAS 150 is that minority interests for
majority owned finite lived entities be classified as a liability and
recorded at fair market value. FAS 150 initially applied immediately to
all financial instruments entered into or modified after May 31, 2003,
and otherwise was effective at the beginning of the first interim
period beginning after June 15, 2003. Effective October 29, 2003, the
FASB deferred implementation of FAS 150 as it applies to minority
interests of finite lived Partnerships. The deferral of these
provisions is expected to remain in effect while these interests are
addressed in either Phase II of the FASB's Liabilities and Equity
project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these
provisions has been stated. The implementation of the currently
effective aspects of FAS 150 did not have an impact on the
Partnership's results of operations.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
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.
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 nine months ended September
30:
2003 2002
---------------- ----------------
Flagstar Enterprises, Inc. $ 473,111 $ 477,388
Golden Corral Corporation 469,486 470,300
LJS Restaurants, Inc. and Long John
Silver's, Inc. (under common
control) 303,213 303,037
Checkers Drive-In Restaurants, Inc. 274,599 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 nine months ended September 30:
2003 2002
---------------- ----------------
Hardee's $ 473,111 $ 477,388
Golden Corral Family Steakhouse
Restaurants 469,486 470,300
Long John Silver's and Long John
Silver's/A&W Restaurant 303,213 303,037
Checkers Drive-In Restaurants 274,599 N/A
Burger King N/A 314,825
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
September 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 $2,516,233 and $2,650,401 for the
nine months ended September 30, 2003 and 2002, respectively. At September 30,
2003, the Partnership had $1,242,073 in cash and cash equivalents, as compared
to $1,275,846 at December 31, 2002. At September 30, 2003, these funds were
primarily held in demand deposit accounts at commercial banks. The funds
remaining at September 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 $2,550,006 for each of the
nine months ended September 30, 2003 and 2002 ($850,002 for each applicable
quarter). This represents distributions of $0.64 per unit for each of the nine
months ended September 30, 2003 and 2002 ($0.21 per unit for each applicable
quarter). No distributions were made to the general partners for the quarters
and nine months ended September 30, 2003 and 2002. No amounts distributed to the
limited partners for the nine months ended September 30, 2003 and 2002 are
required to be or have been treated by the Partnership as a return of capital
for purposes of calculating the limited partners' return on their adjusted
capital contributions. The Partnership intends to continue to make distributions
of cash available for distribution to the limited partners on a quarterly basis.
Total liabilities, including distributions payable, increased to
$1,069,536 at September 30, 2003, from $1,053,803 at December 31, 2002,
primarily as a result of an increase in accounts payable and accrued expenses at
September 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 $2,328,276 for the nine months ended
September 30, 2003, as compared to $2,230,361 for the same period in 2002, of
which $779,417 and $763,344 were earned during the third quarter of 2003 and
2002, respectively. The increase in rental revenues during the quarter and nine
months ended September 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 November 2003, the Partnership has
continued to receive 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 would have an adverse effect on the results of
operations of the Partnership if the Partnership is unable to re-lease the
Property in a timely manner.
During the nine months ended September 30, 2003 and 2002, the
Partnership also earned $119,331 and $171,543, respectively, in contingent
rental income, of which $25,543 and $67,460 were earned during the third quarter
of 2003 and 2002, respectively. The decrease in contingent rental income during
the nine months and quarter ended September 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 periods in 2002.
During the nine months ended September 30, 2003 and 2002, the
Partnership earned $237,609 and $227,790, respectively, attributable to the net
income earned by joint ventures, of which $81,064 and $76,297 were earned during
the third quarter of 2003 and 2002, respectively. Net income earned by joint
ventures during the nine months and quarter ended September 30, 2003, as
compared to the same periods in 2002, remained fairly constant, as there was no
change in the leased Property portfolio owned by the joint ventures and the
tenancies in common.
During the nine months ended September 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 $595,936 and $595,547 for the nine months ended September 30, 2003 and
2002, respectively, of which $175,418 and $179,088 were incurred during the
third quarter of 2003 and 2002, respectively. While operating expenses in total
remained constant during the nine months ended September 30, 2003 and 2002,
there was an increase in state tax expense relating to several states in which
the Partnership conducts business, and an increase in depreciation expense as a
result of a Property acquisition in 2002. These increases were offset by a
decrease in the costs incurred for administrative expenses for servicing the
Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties which were classified as Discontinued Operations in the
accompanying financial statements. During the quarter and nine months ended
September 30, 2002, the Partnership recognized net rental income (rental
revenues less Property related expenses and provisions for write-down of assets)
of $162,119 and $190,902, respectively, relating to these two Properties. In
June 2002, the Partnership sold its Property in Dayton, Ohio which resulted in a
gain on disposal of discontinued operations of $303,176. In August 2002, the
Partnership sold its Property in Overland Park, Kansas which resulted in a gain
on disposal of discontinued operations of $27,300. In anticipation of the sale,
the Partnership recorded a provision for write-down of assets relating to this
Property of approximately $105,200 during the nine months ended September 30,
2002. The provision represented the difference between the Property's net
carrying value and its estimated fair value.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities" to expand upon and strengthen existing accounting guidance
that addresses when a company should include the assets, liabilities and
activities of another entity in its financial statements. To improve financial
reporting by companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be consolidated by a company if that
company is subject to a majority risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated financial statements only if it controlled the entity through
voting interests. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and to older
entities, in the first fiscal year or interim period ending after December 15,
2003. The general partners believe adoption of this standard may result in
either consolidation or additional disclosure requirements of the Partnership's
unconsolidated joint ventures, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. FAS 150 will require issuers to classify certain
financial instruments as liabilities (or assets in some circumstances) that
previously were classified as equity. One requirement of FAS 150 is that
minority interests for majority owned finite lived entities be classified as a
liability and recorded at fair market value. FAS 150 initially applied
immediately to all financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. Effective October 29, 2003, the FASB deferred
implementation of FAS 150 as it applies to minority interests of finite lived
Partnerships. The deferral of these provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and Equity project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these provisions has
been stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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
September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of November, 2003.
CNL INCOME FUND 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