FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2003
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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
0-23974
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CNL Income Fund XIV, Ltd.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3143096
- ------------------------------- -------------------------------
(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
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 8
Item 4. Controls and Procedures 8
Part II
Other Information 9-10
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 23,620,558 $ 24,081,481
Net investment in direct financing leases 6,024,333 5,830,462
Investment in joint ventures 4,495,601 4,513,911
Cash and cash equivalents 1,208,945 1,328,466
Receivables 6,786 20,276
Accrued rental income, less allowance for doubtful
accounts of $48,635 in 2003 and 2002 2,549,816 2,462,242
Other assets 60,849 60,019
------------------- -------------------
$ 37,966,888 $ 38,296,857
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 15,081 $ 7,365
Real estate taxes payable 5,084 19,009
Distributions payable 928,130 928,130
Due to related parties 16,819 21,304
Rents paid in advance and deposits 138,117 175,204
Deferred rental income 26,496 23,889
------------------- -------------------
Total liabilities 1,129,727 1,174,901
Partners' capital 36,837,161 37,121,956
------------------- -------------------
$ 37,966,888 $ 38,296,857
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- ------------- -------------- --------------
Revenues:
Rental income from operating leases $ 731,283 $ 686,016 $ 1,442,691 $1,340,367
Earned income from direct financing leases 151,226 180,410 305,498 337,632
Contingent rental income 18,347 10,965 28,677 16,248
Interest and other income 2,091 2,911 2,645 7,006
------------- ------------- -------------- --------------
902,947 880,302 1,779,511 1,701,253
------------- ------------- -------------- --------------
Expenses:
General operating and administrative 65,859 74,664 153,557 163,872
Property related 3,465 19,969 7,707 39,531
Management fees to related parties 10,476 8,968 20,083 19,207
State and other taxes 1,222 4,892 49,799 36,917
Depreciation and amortization 98,517 96,572 197,182 182,048
------------- ------------- -------------- --------------
179,539 205,065 428,328 441,575
------------- ------------- -------------- --------------
Income Before Gain on Sale of Assets and
Equity in Earnings of Joint Ventures 723,408 675,237 1,351,183 1,259,678
Gain on Sale of Assets -- -- -- 497,689
Equity in Earnings of Joint Ventures 110,779 101,525 220,282 166,944
------------- ------------- -------------- --------------
Income from Continuing Operations 834,187 776,762 1,571,465 1,924,311
Discontinued Operations:
Loss from discontinued operations -- (95,172) -- (54,717)
------------- ------------- -------------- --------------
Net Income $ 834,187 $ 681,590 $ 1,571,465 $1,869,594
============= ============= ============== ==============
Income (Loss) Per Limited Partner Unit:
Continuing operations $ 0.19 $ 0.17 $ 0.35 $ 0.43
Discontinued operations -- (0.02 ) -- (0.01 )
------------- ------------- -------------- --------------
$ 0.19 $ 0.15 $ 0.35 $ 0.42
============= ============= ============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
============= ============= ============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 209,255 $ 209,255
Net income -- --
-------------------- ------------------
209,255 209,255
-------------------- ------------------
Limited partners:
Beginning balance 36,912,701 36,895,767
Net income 1,571,465 3,729,454
Distributions ($0.41 and $0.83 per
limited partner unit, respectively) (1,856,260 ) (3,712,520 )
-------------------- ------------------
36,627,906 36,912,701
-------------------- ------------------
Total partners' capital $ 36,837,161 $ 37,121,956
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
---------------- ----------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,749,864 $ 1,712,909
---------------- ----------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,283,608 )
Proceeds from sale of assets -- 1,143,753
Payment of lease costs (13,125 ) --
---------------- ----------------
Net cash used in investing activities (13,125 ) (139,855 )
---------------- ----------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,856,260 ) (1,856,260 )
---------------- ----------------
Net cash used in financing activities (1,856,260 ) (1,856,260 )
---------------- ----------------
Net Decrease in Cash and Cash Equivalents (119,521 ) (283,206 )
Cash and Cash Equivalents at Beginning of Period 1,328,466 1,039,216
---------------- ----------------
Cash and Cash Equivalents at End of Period $ 1,208,945 $ 756,010
================ ================
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 928,130 $ 928,130
================ ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003 may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XIV, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. The consolidation requirements of FIN 46 apply immediately
to variable interest entities created after January 31, 2003, and to
older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XIV, 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 land 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
generally are triple-net leases, with the lessee responsible for all repairs and
maintenance, property taxes, insurance and utilities. As of June 30, 2002, the
Partnership owned 43 Properties directly and 12 Properties indirectly through
joint venture or tenancy in common arrangements. As of June 30, 2003, the
Partnership owned 41 Properties directly and 12 Properties indirectly through
joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $1,749,864 and $1,712,909 for the
six months ended June 30, 2003 and 2002, respectively. At June 30, 2003, the
Partnership had $1,208,945 in cash and cash equivalents, as compared to
$1,328,466 at December 31, 2002. At June 30, 2003, these funds were held in
demand deposit accounts at commercial banks. The funds remaining at June 30,
2003, after the payment of distributions and other liabilities, will be used 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 generally 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 operations of the Partnership.
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 limited partners of $1,856,260 for each of the six
months ended June 30, 2003 and 2002, ($928,130 for each of the quarters ended
June 30, 2003 and 2002). This represents distributions of $0.41 per unit for the
six months ended June 30, 2003 and 2002, ($0.21 per unit for each applicable
quarter). No distributions were made to the general partners for the quarters
and six months ended June 30, 2003 and 2002. No amounts distributed to the
limited partners for the six months ended June 30, 2003 and 2002 are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $1,129,727 at June 30, 2003, as compared to $1,174,901 at December 31,
2002. The decrease in liabilities at June 30, 2003 was primarily due to a
decrease in rents paid in advance and deposits at June 30, 2003, as compared to
December 31, 2002. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,748,189 during the six months ended June
30, 2003, as compared to $1,677,999 during the same period of 2002, $882,509 and
$866,426 of which were earned during the second quarters of 2003 and 2002,
respectively. Rental revenues were higher during the quarter and six months
ended June 30, 2003 because in March 2002 and December 2002, the Partnership
acquired two Properties, one in San Antonio, Texas and the other in Phoenix,
Arizona. In addition, in October 2002, the Partnership entered into a new lease
with a new tenant for the Property in Akron, Ohio, which had been vacant since
November 2000. The new tenant converted the Property to a new concept and
commenced rental payments in February 2003. The increase in rental revenues was
partially offset by a decrease in rental revenues resulting from the 2002 sale
of the Property in Las Vegas, Nevada.
The Partnership also earned $28,677 in contingent rental income during
the six months ended June 30, 2003, as compared to $16,248 during the same
period of 2002, $18,347 and $10,965 of which were earned during the second
quarters of 2003 and 2002, respectively. The increase in contingent rental
income during the quarter and six months ended June 30, 2003, as compared to the
same periods of 2002, was primarily due to an increase in the reported gross
sales of the restaurants with leases that require the payment of contingent
rental income.
The Partnership also earned $220,282 attributable to net income earned
by unconsolidated joint ventures during the six months ended June 30, 2003, as
compared to $166,944 during the same period of 2002, $110,779 and $101,525 of
which were earned during the quarters ended June 30, 2003 and 2002,
respectively. Net income earned by joint ventures was lower during the six
months ended June 30, 2002, because the tenant of the Property owned by Duluth
Joint Venture, in which the Partnership owns a 44% interest, experienced
financial difficulties and ceased making rental payments. As a result, Duluth
Joint Venture stopped recording rental revenues during the quarter ended March
31, 2002. During the second quarter of 2002, the tenant resumed, and has
continued, making rental payments to the joint venture.
Operating expenses, including depreciation amortization expense, were
$428,328 during the six months ended June 30, 2003, as compared to $441,575
during the same period of 2002, $179,539 and $205,065 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. Operating
expenses were lower during the quarter and six months ended June 30, 2003, due
to a decrease in Property expenses resulting from the 2002 sale of one of the
two vacant Properties and the 2003 re-lease of the other one. The Partnership
did not incur additional expenses related to these Properties once they were
re-leased or sold. In addition, operating expenses were lower during the quarter
and six months ended June 30, 2003, due to a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties. The
decrease in operating expenses during the six months ended June 30, 2003, was
partially offset by an increase in state tax expense relating to several states
in which the Partnership conducts business and an increase in depreciation
expense related to the acquisition of two Properties during 2002.
As a result of the sale of the Property in Las Vegas, Nevada, the
Partnership recognized a gain of approximately $497,700 during the six months
ended June 30, 2002. This Property had been identified for sale as of December
31, 2001, and therefore, was not subject to be classified as Discontinued
Operations.
During the year ended December 31, 2002, the Partnership identified and
sold three Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized a net rental loss
(rental revenues less Property related expenses) of $95,172 and $54,717 during
the quarter and six months ended June 30, 2002 relating to these Properties. The
Partnership sold these Properties located in Greeley, Colorado; Laurens, South
Carolina; and Merriam, Kansas subsequent to June 30, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
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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 XIV, 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 XIV, 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 XIV, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
April 13, 1994, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIV, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
April 13, 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 13, 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 on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 5th day of August 2003
CNL INCOME FUND XIV, 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 XIV, 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 XIV, 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 XIV, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on April 13, 1994, incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XIV, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 13, 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 10.3 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 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