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, 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 10
Item 4. Controls and Procedures 10
Part II
Other Information 11-12
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 19,766,534 $ 20,484,569
Net investment in direct financing leases 4,955,819 5,067,879
Real estate held for sale -- 577,504
Investment in joint ventures 3,258,603 3,310,368
Cash and cash equivalents 2,233,077 1,123,111
Receivables, less allowance for doubtful accounts
of $4,000 and $69,401, respectively -- 97,948
Accrued rental income 1,890,623 1,913,104
Other assets 53,633 37,310
------------------ -------------------
$ 32,158,289 $ 32,611,793
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 72,828 $ 16,519
Real estate taxes payable 9,056 5,319
Distributions payable 850,002 850,002
Due to related parties 35,401 17,178
Rents paid in advance 187,363 174,627
Deferred rental income 20,904 22,146
------------------ -------------------
Total liabilities 1,175,554 1,085,791
Partners' capital 30,982,735 31,526,002
------------------ -------------------
$ 32,158,289 $ 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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- ---------------
Revenues:
Rental income from operating leases $ 610,054 $ 629,029 $ 1,839,815 $ 1,873,545
Earned income from direct financing leases 133,599 137,459 408,144 415,690
Contingent rental income 55,043 25,543 108,613 119,331
Interest and other income 1,788 -- 26,664 1,343
------------- ------------- ------------- ---------------
800,484 792,031 2,383,236 2,409,909
------------- ------------- ------------- ---------------
Expenses:
General operating and administrative 112,684 59,492 319,744 200,448
Property related 29,730 6,738 62,345 11,357
Management fees to related party 9,616 9,054 27,935 27,571
State and other taxes -- 40 50,932 56,280
Depreciation and amortization 100,119 100,094 300,357 300,276
Provision for write-down of assets 62,080 -- 62,080 --
------------- ------------- ------------- ---------------
314,229 175,418 823,393 595,932
------------- ------------- ------------- ---------------
Income before gain on involuntary conversion
and equity in earnings of 486,255 616,613 1,559,843 1,813,977
unconsolidated joint ventures
Gain on involuntary conversion 113,856 -- 113,856 --
Equity in earnings of unconsolidated joint
ventures 81,910 81,064 245,185 237,609
------------- ------------- ------------- ---------------
Income from continuing operations 682,021 697,677 1,918,884 2,051,586
------------- ------------- ------------- ---------------
Discontinued operations:
Income from discontinued operations -- 12,929 24,193 39,037
Gain on disposal of discontinued operations -- -- 63,662 --
------------- ------------- ------------- ---------------
-- 12,929 87,855 39,037
------------- ------------- ------------- ---------------
Net income $ 682,021 $ 710,606 $ 2,006,739 $ 2,090,623
============= ============= ============= ===============
Income per limited partner unit:
Continuing operations $ 0.17 $ 0.18 $ 0.48 $ 0.51
Discontinued operations -- -- 0.02 0.01
------------- ------------- ------------- ---------------
$ 0.17 $ 0.18 $ 0.50 $ 0.52
============= ============= ============= ===============
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
Nine Months Ended Year Ended
September 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 2,006,739 2,837,812
Distributions ($0.64 and $0.85 per
limited partner unit, respectively) (2,550,006) (3,400,008)
--------------------- ------------------
30,790,801 31,334,068
--------------------- ------------------
Total partners' capital $ 30,982,735 $ 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
Nine Months Ended
September 30,
2004 2003
--------------- --------------
Net cash provided by operating activities $ 2,550,297 $ 2,516,233
--------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets 639,960 --
Proceeds from involuntary conversion 469,715 --
---------------------------------
Net cash provided by investing activities 1,109,675 --
--------------- --------------
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 1,109,966 (33,773)
--------------- --------------
Cash and cash equivalents at beginning of period 1,123,111 1,275,846
--------------- --------------
Cash and cash equivalents at end of period $ 2,233,077 $ 1,242,073
=============== ==============
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 Nine Months Ended September 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 nine months ended September 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. Involuntary Conversion of Property
In September 2004, the Partnership received approximately $458,600 as a
settlement for a right of way taking related to the Partnership's
property in Houston, Texas. This property consists only of land. As a
result of this right of way taking, Harris County Texas took
approximately 55% of the land. The remaining land's shape, size and
reduced access severely limits its use. The settlement amount
represented compensation for both the land taken and for the decrease
in fair value of the land still owned by the Partnership, net of legal
costs incurred. This transaction resulted in a gain on involuntary
conversion of approximately $113,900 related to the property taken and
a provision for write-down of assets of approximately $62,100 related
to the property still owned by the Partnership.
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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- -------------- --------------- --------------
Rental revenues $ -- $ 12,929 $ 24,193 $ 39,037
Expenses -- -- -- --
------------- -------------- --------------- --------------
Income from discontinued $ -- $ 12,929 $ 24,193 $ 39,037
operations
============= ============== =============== ==============
5
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
4. Merger Transaction
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 merger agreement, if the transaction is
approved, 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 September 30, 2003, we owned 40 Properties
directly and six Properties indirectly through joint venture or tenancy in
common arrangements. As of September 30, 2004, we owned 39 Properties directly
and seven Properties indirectly through joint venture or tenancy in common
arrangements.
Merger Transaction
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.
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 merger agreement, if the transaction is
approved, 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.
Capital Resources
Net cash provided by operating activities was $2,550,297 and $2,516,233
for the nine months ended September 30, 2004 and 2003, respectively.
7
In 2004, we sold our Property in Blytheville, Arkansas to a third party
and received net sales proceeds of approximately $640,000 resulting in a gain on
disposal of discontinued operations of approximately $63,700. We intend to
reinvest those proceeds in an additional Property or to pay liabilities.
In September 2004, we received approximately $458,600 as a settlement
for a right of way taking related to our property in Houston, Texas. The
settlement amount represented compensation for both the land taken and for the
decrease in fair value of the land we still own, net of legal costs incurred. We
intend to reinvest those proceeds in an additional Property or to pay
liabilities as needed.
At September 30, 2004, we had $2,233,077 in cash and cash equivalents,
as compared to $1,123,111 at December 31, 2003. At September 30, 2004, these
funds were held in a demand deposit account at a commercial bank. The increase
in cash and cash equivalents at September 30, 2004, was primarily a result of
holding sales proceeds from a current year sale and settlement proceeds relating
to the right of way taking in Houston, Texas, as described above. The funds
remaining at September 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 $2,550,006 for each of the nine months ended September 30, 2004 and 2003.
This represents distributions of $0.64 per unit for each of the nine months
ended September 30, 2004 and 2003 ($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, 2004 and 2003. No amounts distributed to the limited
partners for the nine months ended September 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 $1,175,554 at
September 30, 2004, as compared to $1,085,791 at December 31, 2003. The increase
in total liabilities was primarily due to increases in accounts payable and
accrued expenses, amounts due to related parties and rents paid in advance. 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.
Results of Operations
Rental revenues from continuing operations decreased to $2,247,959 for
the nine months ended September 30, 2004 as compared to $2,289,235 for the same
period in 2003, of which $743,653 and $766,488 were earned during the third
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.
8
During the nine months ended September 30, 2004 and 2003, we earned
$108,613 and $119,331, respectively, in contingent rental income, of which
$55,043 and $25,543 were earned during the third quarters of 2004 and 2003,
respectively. The decrease in contingent rental income, during the nine months
ended September 30, 2004, was due to a decrease in reported gross sales of
certain restaurant Properties, the leases of which require the payment of
contingent rent. The increase during the third quarter of 2004 was due to the
fact that we collected and recognized, as income, contingent rent relating to
sales in 2003 and the six months ended June 30, 2004.
During the nine months ended September 30, 2004 and 2003, we earned
$245,185 and $237,609, respectively, attributable to net income earned by
unconsolidated joint ventures, of which $81,910 and $81,064 were earned during
the third quarters of 2004 and 2003, respectively. The increase during the nine
months ended September 30, 2004 was primarily due to a new tenancy in common
arrangement we invested in during November 2003.
During the nine months ended September 30, 2004 and 2003, we earned
$26,664 and $1,343 in interest and other income, of which $1,788 was earned
during the third quarter of 2004. Interest and other income was higher during
the nine months ended September 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, in 2004, as a result of
its 1998 bankruptcy proceedings.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets, were $823,393 and $595,932 for the nine
months ended September 30, 2004 and 2003, respectively, of which, $314,229 and
$175,418 were incurred during the third quarters of 2004 and 2003, respectively.
The increase in operating expenses during the quarter and nine months ended
September 30, 2004, was partially due to the provision for write-down of assets
incurred as a result of a right of way taking of land related to our Property in
Houston, Texas as described below. The provision represented the difference
between its carrying value and its estimated fair value. The provision related
to the property we still own. The increase was also due to additional general
operating and administrative expenses including, primarily, legal fees incurred
in connection with the merger transaction described above. In addition,
operating expenses were higher during the quarter and nine months ended
September 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 for the nine months ended September 30, 2004 was partially offset by a
decrease in state tax expense relating to several states in which we do
business.
In September 2004, we received approximately $458,600 as a settlement
for a right of way taking related to our Property in Houston, Texas. This
property consists only of land. As a result of this right of way taking, Harris
County Texas took approximately 55% of the land. The remaining land's shape,
size and reduced access severely limits its use. The settlement amount
represented compensation for both the land taken and for the decrease in fair
value of the land we still own, net of legal costs incurred. This transaction
resulted in a gain on involuntary conversion of approximately $113,900 related
to the Property taken.
We recognized income from discontinued operations (rental revenues less
property related expenses) relating to the Property in Blytheville, Arkansas, of
$24,193 and $39,037 during the nine months ended September 30, 2004 and 2003,
respectively, of which $12,929 was recognized during the third quarter of 2003.
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.
9
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.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
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
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XIII, LLC, and CNL
Income Fund XIII, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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.)
11
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.)
12
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 10th day of November 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
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XIII, LLC, and CNL
Income Fund XIII, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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