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 March 31, 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
0-23974
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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 5-6
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 XIV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 21,769,132 $ 21,856,337
Net investment in direct financing leases 4,933,789 4,967,946
Real estate held for sale 932,882 3,295,383
Investment in joint ventures 4,180,853 4,194,852
Cash and cash equivalents 4,370,527 1,157,202
Receivables, less allowance for doubtful
accounts of $35,886 and $12,700, respectively 3,167 18,006
Accrued rental income, less allowance for doubtful
accounts of $47,420 and $48,635, respectively 2,451,674 2,433,883
Other assets 74,892 81,900
------------------- -------------------
$ 38,716,916 $ 38,005,509
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 39,352 $ 12,823
Real estate taxes payable 4,031 2,492
Distributions payable 928,130 928,130
Due to related parties 44,173 18,885
Rents paid in advance and deposits 188,517 208,415
Deferred rental income 24,959 25,478
------------------- -------------------
Total liabilities 1,229,162 1,196,223
Minority interest 156,372 156,548
Commitment (Note 4)
Partners' capital 37,331,382 36,652,738
------------------- -------------------
$ 38,716,916 $ 38,005,509
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
---------------- ---------------
Revenues:
Rental income from operating leases $ 663,351 $ 659,858
Earned income from direct financing leases 130,906 132,413
Contingent rental income 976 10,330
Interest and other income 256 554
---------------- ---------------
795,489 803,155
---------------- ---------------
Expenses:
General operating and administrative 105,493 87,655
Property related 1,156 4,637
Management fees to related parties 9,959 9,607
State and other taxes 59,828 48,577
Depreciation and amortization 88,380 88,612
---------------- ---------------
264,816 239,088
---------------- ---------------
Income before minority interest and equity
in earnings of unconsolidated joint ventures 530,673 564,067
Minority interest (4,734) (4,723)
Equity in earnings of unconsolidated joint ventures 101,998 97,236
---------------- ---------------
Income from continuing operations 627,937 656,580
---------------- ---------------
Discontinued operations:
Income from discontinued operations 72,568 80,698
Gain on disposal of discontinued operations 906,269 --
---------------- ---------------
978,837 80,698
---------------- ---------------
Net income $ 1,606,774 $ 737,278
================ ===============
Income per limited partner unit:
Continuing operations $ 0.14 $ 0.15
Discontinued operations 0.22 0.01
---------------- ---------------
$ 0.36 $ 0.16
================ ===============
Weighted average number of limited partner
units outstanding 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
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- ------------------
General partners:
Beginning balance $ 209,255 $ 209,255
Net income -- --
------------------- ------------------
209,255 209,255
------------------- ------------------
Limited partners:
Beginning balance 36,443,483 36,912,701
Net income 1,606,774 3,243,302
Distributions ($0.21 and $0.83 per
limited partner unit, respectively) (928,130) (3,712,520)
------------------- ------------------
37,122,127 36,443,483
------------------- ------------------
Total partners' capital $ 37,331,382 $ 36,652,738
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
---------------- ----------------
Net cash provided by operating activities $ 879,978 $ 884,798
---------------- ----------------
Cash flows from investing activities:
Proceeds from sale of assets 3,266,387 --
Payment of lease costs -- (13,125)
---------------- ----------------
Net cash provided by (used in) investing activities 3,266,387 (13,125)
---------------- ----------------
Cash flows from financing activities:
Distributions to limited partners (928,130) (928,130)
Distributions to holder of minority interest (4,910) (4,811)
---------------- ----------------
Net cash used in financing activities (933,040) (932,941)
---------------- ----------------
Net increase (decrease) in cash and cash equivalents 3,213,325 (61,268)
Cash and cash equivalents at beginning of quarter 1,157,202 1,329,320
---------------- ----------------
Cash and cash equivalents at end of quarter $ 4,370,527 $ 1,268,052
================ ================
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 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 Ended March 31, 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 ended March 31, 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 XIV, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 72.2% interest in Salem Joint Venture
using the consolidation method. Minority interest represents the
minority joint venture partner's proportionate share of the equity in
the joint venture. All significant intercompany accounts and
transactions have been eliminated.
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. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of a certain previously
unconsolidated joint venture. FIN 46R does not require, but does permit
restatement of previously issued financial statements. The Partnership
has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on 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.
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations
During the quarter ended March 31, 2004, the Partnership sold the
properties in Bullhead City and Winslow, Arizona; and Franklin,
Tennessee, each to a third party and received total net sales proceeds
of approximately $3,266,400 resulting in a total gain on disposal of
discontinued operations of approximately $906,300.
In March 2004, the Partnership entered into an agreement to sell the
property in Topeka, Kansas to a third party and reclassified the asset
to real estate held for sale. The reclassified asset was recorded at
the lower of its carrying amount or fair value, less cost to sell.
The following presents the operating results of the discontinued
operations for these properties.
Quarter Ended
March 31,
2004 2003
--------------- --------------
Rental revenues $ 72,818 $ 90,844
Expenses (250) (10,146)
--------------- --------------
Income from discontinued
operations $ 72,568 $ 80,698
=============== ==============
4. Commitment
In March 2004, the Partnership entered into an agreement with a third
party to sell the property in Topeka, Kansas.
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 March 31, 2003, the
Partnership owned 41 Properties directly and 12 Properties indirectly through
joint venture or tenancy in common arrangements. As of March 31, 2004, the
Partnership owned 38 Properties directly and 13 Properties indirectly through
joint venture or tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $879,978 and $884,798 for
the quarters ended March 31, 2004 and 2003, respectively. In 2004, the
Partnership sold its Properties in Bullhead City and Winslow, Arizona; and
Franklin, Tennessee, each to a third party and received total net sales proceeds
of approximately $3,266,400 resulting in a total gain on disposal of
discontinued operations of approximately $906,300. The Partnership intends to
reinvest these proceeds in additional Properties or to pay liabilities.
At March 31, 2004, the Partnership had $4,370,527 in cash and cash
equivalents, as compared to $1,157,202 at December 31, 2003. At March 31, 2004,
these funds were held in demand deposits account at a commercial bank. The
increase in cash and cash equivalents at March 31, 2004 was primarily a result
of the Partnership holding sales proceeds. The funds remaining at March 31,
2004, after the payment of distributions and other liabilities, will be used to
invest in additional Properties and to meet the Partnership's working capital
needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who 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 or loans 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 net cash provided by operations, the
Partnership declared distributions to limited partners of $928,130 for each of
the quarters ended March 31, 2004 and 2003. This represents distributions of
$0.21 per unit for each of the quarters ended March 31, 2004 and 2003. No
distributions were made to the general partners for the quarters ended March 31,
2004 and 2003. No amounts distributed to the limited partners for the quarters
ended March 31, 2004 and 2003 are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $1,229,162 at
March 31, 2004, as compared to $1,196,223 at December 31, 2003. The increase in
total liabilities was partially due to an increase in accounts payable and
accrued expenses and amounts due to related parties and was partially offset by
a decrease in rents paid in advance and deposits. The general partners believe
that the Partnership has sufficient cash on hand to meet its current working
capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In March 2004, the Partnership entered into an agreement to sell its
Property in Topeka, Kansas. As of May 3, 2004, the sale had not occurred.
The Partnership has no contractual obligations or contingent
liabilities as of March 31, 2004.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations were $794,257 during the
quarter ended March 31, 2004, as compared to $792,271 during the same period of
2003. Rental revenues from continuing operations remained constant because the
changes in the leased Property portfolio related to the Properties that were
accounted for as discontinued operations.
The Partnership earned $976 in contingent rental income during the
quarter ended March 31, 2004, as compared to $10,330 during the same period of
2003. Contingent rental income was lower during the quarter ended March 31,
2004, due to a decrease in reported gross sales of the restaurants with leases
that require the payment of contingent rents.
The Partnership earned $101,998 attributable to net income earned by
unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $97,236 during the same period of 2003. Net income earned by
unconsolidated joint ventures was higher during the quarter ended March 31, 2004
because in November 2003, the Partnership reinvested a portion of the sales
proceeds from a prior year sale in a Property in Tucker, Georgia, with CNL
Income Fund X, Ltd., CNL Income Fund XIII, Ltd., and CNL Income Fund XV, Ltd.,
as tenants-in-common. Each of the CNL Income Funds is a Florida limited
partnership and an affiliate of the general partners. The Partnership owns a 10%
interest in the profits and losses of the Property.
Operating expenses, including depreciation and amortization expense
were $264,816 during the quarter ended March 31, 2004, as compared to $239,088
during the same period of 2003. The increase in operating expenses was partially
due to the Partnership incurring additional general operating and administrative
expenses, including legal fees, and an increase in the amount of state tax
expense relating to several states in which the Partnership conducts business.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $72,568 and $80,698 during the
quarters ended March 31, 2004 and 2003, respectively, relating to the Properties
in Bullhead City and Winslow, Arizona; Franklin, Tennessee; and Topeka, Kansas.
In 2004, the Partnership sold the Properties in Bullhead City and Winslow,
Arizona; and Franklin, Tennessee, resulting in a total gain on disposal of
discontinued operations of approximately $906,300. As of May 3, 2004, the sale
of the Property in Topeka, Kansas had not occurred.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
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. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004, which resulted in the
consolidation of a certain previously unconsolidated joint venture. FIN 46R does
not require, but does permit restatement of previously issued financial
statements. The Partnership has restated prior year's financial statements to
maintain comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund 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 March 31, 2004
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 11th, day of May, 2004.
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 10.5 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.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2