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, 2004
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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
June 30, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 20,284,505 $ 20,484,569
Net investment in direct financing leases 4,994,176 5,067,879
Real estate held for sale -- 577,504
Investment in joint ventures 3,280,846 3,310,368
Cash and cash equivalents 1,773,478 1,123,111
Receivables, less allowance for doubtful accounts
of $42,910 and $69,401, respectively 366 97,948
Accrued rental income 1,900,497 1,913,104
Other assets 42,670 37,310
------------------ ------------------
$ 32,276,538 $ 32,611,793
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 29,629 $ 16,519
Real estate taxes payable 6,551 5,319
Distributions payable 850,002 850,002
Due to related parties 31,472 17,178
Rents paid in advance 186,850 174,627
Deferred rental income 21,318 22,146
------------------ ------------------
Total liabilities 1,125,822 1,085,791
Partners' capital 31,150,716 31,526,002
------------------ ------------------
$ 32,276,538 $ 32,611,793
================== ==================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 616,898 $ 621,933 $ 1,229,761 $ 1,244,516
Earned income from direct financing leases 138,945 138,331 274,545 278,231
Contingent rental income 23,610 56,708 53,570 93,788
Interest and other income 23,542 597 24,876 1,343
-------------- -------------- -------------- --------------
802,995 817,569 1,582,752 1,617,878
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 108,453 61,758 207,060 140,956
Property related 31,463 3,512 32,615 4,619
Management fees to related parties 8,971 9,431 18,319 18,517
State and other taxes 3,670 -- 50,932 56,240
Depreciation and amortization 100,146 100,091 200,238 200,182
-------------- -------------- -------------- --------------
252,703 174,792 509,164 420,514
-------------- -------------- -------------- --------------
Income before equity in earnings of
unconsolidated joint ventures 550,292 642,777 1,073,588 1,197,364
Equity in earnings of unconsolidated joint
ventures 82,319 79,303 163,275 156,545
-------------- -------------- -------------- --------------
Income from continuing operations 632,611 722,080 1,236,863 1,353,909
-------------- -------------- -------------- --------------
Discontinued operations:
Income from discontinued operations 8,996 13,011 24,193 26,108
Gain on disposal of discontinued operations 63,662 -- 63,662 --
-------------- -------------- -------------- --------------
72,658 13,011 87,855 26,108
-------------- -------------- -------------- --------------
Net income $ 705,269 $ 735,091 $ 1,324,718 $ 1,380,017
============== ============== ============== ==============
Income per limited partner unit:
Continuing operations $ 0.16 $ 0.18 $ 0.31 $ 0.34
Discontinued operations 0.02 -- 0.02 0.01
-------------- -------------- -------------- --------------
$ 0.18 $ 0.18 $ 0.33 $ 0.35
============== ============== ============== ==============
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.
2
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
------------------ ------------------
General partners:
Beginning balance $ 191,934 $ 191,934
Net income -- --
------------------ ------------------
191,934 191,934
------------------ ------------------
Limited partners:
Beginning balance 31,334,068 31,896,264
Net income 1,324,718 2,837,812
Distributions ($0.43 and $0.85 per
limited partner unit, respectively) (1,700,004) (3,400,008)
------------------ ------------------
30,958,782 31,334,068
------------------ ------------------
Total partners' capital $ 31,150,716 $ 31,526,002
================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 1,710,411 $ 1,583,992
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets 639,960 --
-------------- --------------
Net cash provided by investing activities 639,960 --
-------------- --------------
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 increase (decrease) in cash and cash equivalents 650,367 (116,012)
-------------- --------------
Cash and cash equivalents at beginning of period 1,123,111 1,275,846
-------------- --------------
Cash and cash equivalents at end of period $ 1,773,478 $ 1,159,834
============== ==============
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.
4
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2004, may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XIII, Ltd. (the "Partnership") for the year ended December
31, 2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership adopted FIN 46R during the quarter ended March 31,
2004. The Partnership was not the primary beneficiary of a variable
interest entity at the time of adoption of FIN 46R, therefore the
adoption had no effect on the balance sheet, partners' capital or net
income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
In February 2004, the Partnership entered into an agreement to sell its
property in Blytheville, Arkansas. The Partnership sold this property
in May 2004 for approximately $640,000 resulting in a gain on disposal
of discontinued operations of approximately $63,700.
The following presents the operating results of the discontinued
operations for this property.
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ 8,996 $ 13,011 $ 24,193 $ 26,108
Expenses -- -- -- --
-------------- -------------- -------------- --------------
Income from discontinued
operations $ 8,996 $ 13,011 $ 24,193 $ 26,108
============== ============== ============== ==============
5
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
4. Subsequent Event
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $38.22 million, consisting of
approximately $31.96 million in cash and approximately $6.26 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $150,000 consisting
of approximately $125,000 in cash and approximately $25,000 in
preferred stock.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XIII, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") 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, we owned 40 Properties
directly and six Properties indirectly through joint venture or tenancy in
common arrangements. As of June 30, 2004, we owned 39 Properties directly and
seven Properties indirectly through joint venture or tenancy in common
arrangements.
Capital Resources
Net cash provided by operating activities was $1,710,411 and $1,583,992
for the six months ended June 30, 2004 and 2003, respectively.
At June 30, 2004, we had $1,773,478 in cash and cash equivalents, as
compared to $1,123,111 at December 31, 2003. At June 30, 2004, these funds were
held in a demand deposit account at a commercial bank. The funds remaining at
June 30, 2004, after payment of distributions and other liabilities may be used
to invest in an additional Property and to meet our working capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who meet specified financial standards
minimizes our operating expenses. The general partners believe that the leases
will generate net cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to the limited partners
of $1,700,004 for each of the six months ended June 30, 2004 and 2003. This
represents distributions of $0.43 per unit for each of the six months ended June
30, 2004 and 2003, ($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, 2004 and 2003. No amounts distributed to the limited partners for
the six months ended June 30, 2004 and 2003 are required to be or have been
treated as a return of capital for purposes of calculating the limited partners'
return on their adjusted capital contributions. We intend to continue to make
distributions of cash to the limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $1,125,822 at
June 30, 2004, as compared to $1,085,791 at December 31, 2003. The general
partners believe that we have sufficient cash on hand to meet our current
working capital needs.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
7
Results of Operations
Rental revenues from continuing operations decreased to $1,504,306 for
the six months ended June 30, 2004 as compared to $1,522,747 in the same period
in 2003, of which, $755,843 and $760,264 were earned during the second quarters
of 2004 and 2003, respectively. In March 2004, the lease relating to the
Property in Lafayette, Indiana expired. Also in March 2004, the tenant of the
Property in Houston, Texas terminated the lease, as permitted by the lease
agreement, as a result of a right of way taking. The lost revenues resulting
from these vacant Properties will continue to have an adverse effect on our
results of operations until we are able to re-lease the Properties.
During the six months ended June 30, 2004 and 2003, we earned $53,570
and $93,788, respectively, in contingent rental income, of which, $23,610 and
$56,708 were earned during the second quarters of 2004 and 2003, respectively.
The decrease in contingent rental income, during 2004, was due to a decrease in
reported gross sales of certain restaurant Properties, the leases of which
require the payment of contingent rent.
During the six months ended June 30, 2004 and 2003, we earned $163,275
and $156,545, respectively, attributable to net income earned by unconsolidated
joint ventures, of which, $82,319 and $79,303 were earned during the second
quarters of 2004 and 2003, respectively. The increase is primarily due a new
tenancy in common arrangement we invested in during November 2003.
During the six months ended June 30, 2004 and 2003, we earned $24,876
and $1,343 in interest and other income of which, $23,542 and $597 were earned
during the second quarters of 2004 and 2003, respectively. Interest and other
income were higher during the quarter and six months ended June 30, 2004 because
we received reimbursement of property expenditures that were incurred in
previous years relating to a vacant Property. The former tenant reimbursed these
amounts as a result of its 1998 bankruptcy proceedings.
Operating expenses, including depreciation and amortization expense,
were $509,164 and $420,514 for the six months ended June 30, 2004 and 2003,
respectively, of which, $252,703 and $174,792 were incurred during the second
quarters of 2004 and 2003, respectively. The increase in operating expenses
during the quarter and six months ended June 30, 2004,was due to additional
general operating and administrative expenses, including legal fees. In
addition, operating expenses were higher during the quarter and six months ended
June 30, 2004 because we incurred property related expenses such as insurance,
repairs and maintenance, legal fees and real estate taxes relating to the two
vacant Properties in Lafayette, Indiana, and Houston, Texas. We will continue to
incur these expenses until the Properties are re-leased. The increase was
partially offset by a decrease in state tax expense relating to several states
in which we do business.
We recognized income from discontinued operations (rental revenues less
property related expenses) relating to the Property in Blytheville, Arkansas, of
$24,193 and $26,108 during the six months ended June 30, 2004 and 2003,
respectively, of which $8,996 and $13,011 were recognized during the second
quarters of 2004 and 2003, respectively. We sold the Property in May 2004,
resulting in a gain on disposal of discontinued operations of approximately
$63,700.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. We adopted FIN 46R during the quarter ended March
31, 2004. We were not the primary beneficiary of a variable interest entity at
the time of adoption of FIN 46R, therefore the adoption had no effect on the
balance sheet, partners' capital or net income.
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
8
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $38.22 million, consisting of approximately
$31.96 million in cash and approximately $6.26 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $150,000 consisting of approximately $125,000 in cash and
approximately $25,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
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 our
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 our 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.
9
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.
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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 14, 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.)
10
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, 2004.
11
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 9th day of August 2004.
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 14, 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.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2