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, 2002
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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
0-26216
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CNL Income Fund XV, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3198888
- ------------------------------------ -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation o 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 _________
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 7-10
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 XV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2002 2001
------------------- -------------------
ASSETS
Land and buildings on operating leases, net $ 21,840,111 $ 20,867,023
Net investment in direct financing leases 4,728,100 4,805,598
Real estate held for sale -- 1,406,726
Investment in joint ventures 4,476,172 4,554,955
Cash and cash equivalents 1,812,467 1,364,668
Restricted cash -- 179
Receivables, less allowance for doubtful accounts
of $3,820 and $191,602, respectively 1,196 21,795
Due from related parties -- 15,022
Accrued rental income less allowance for doubtful
accounts of $27,005 in 2002 and 2001 1,889,142 1,762,792
Other assets 40,136 33,450
------------- -------------
$ 34,787,324 $ 34,832,208
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 10,091 $ 5,993
Real estate taxes payable 10,527 29,605
Distributions payable 800,000 800,000
Due to related parties 35,158 20,970
Rents paid in advance and deposits 16,244 68,253
Deferred rental income -- 6,896
------------- -------------
Total liabilities 872,020 931,717
Partners' capital 33,915,304 33,900,491
------------- -------------
$ 34,787,324 $ 34,832,208
============== =============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------- ------------- -------------- --------------
Revenues:
Rental income from operating leases $ 665,819 $ 601,238 $ 1,908,488 $ 1,829,847
Earned income from direct financing leases 152,023 113,397 416,386 365,829
Interest and other income 3,069 21,648 20,454 70,126
--------- --------- ----------- -----------
820,911 736,283 2,345,328 2,265,802
--------- --------- ----------- -----------
Expenses:
General operating and administrative 66,913 40,486 221,493 275,831
Property expenses 3,259 4,351 17,368 72,262
Management fees to related parties 9,240 8,356 26,586 24,847
State and other taxes -- -- 40,230 61,212
Depreciation and amortization 84,056 63,628 244,573 230,872
Provision for write-down of assets -- 223,839 -- 512,523
--------- --------- ----------- -----------
163,468 340,660 550,250 1,177,547
--------- --------- ----------- -----------
Income Before Gain on Sale of Assets and Equity
in Earnings of Joint Ventures 657,443 395,623 1,795,078 1,088,255
Gain on Sale of Assets -- -- -- 246,671
Equity in Earnings of Joint Ventures 109,591 99,801 331,399 337,959
--------- --------- ----------- -----------
Income from Continuing Operations 767,034 495,424 2,126,477 1,672,885
---------- --------- ----------- -----------
Discontinued Operations (Note 5):
Income (Loss) from discontinued operations, net (3,336 ) 4,582 (11,897 ) 53,116
Gain (Loss) on disposal of discontinued
operations, net (1,595 ) -- 300,233 --
--------- --------- ----------- -----------
(4,931 ) 4,582 288,336 53,116
--------- --------- ----------- -----------
Net Income $ 762,103 $ 500,006 $ 2,414,813 $ 1,726,001
========= ========= =========== ===========
Income Per Limited Partner Unit
Continuing operations $ 0.20 $ 0.12 $ 0.53 $ 0.42
Discontinued operations (0.01 ) 0.01 0.07 0.01
--------- --------- ----------- -----------
$ 0.19 $ 0.13 $ 0.60 $ 0.43
========= ========= =========== ===========
Weighted Average Number of Limited
Partner Units Outstanding 4,000,000 4,000,000 4,000,000 4,000,000
========= ========= =========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
2002 2001
--------------------- ------------------
General partners:
Beginning balance $ 174,788 $ 174,788
Net income -- --
------------ ------------
174,788 174,788
------------ ------------
Limited partners:
Beginning balance 33,725,703 34,285,502
Net income 2,414,813 2,640,201
Distributions ($0.60 and $0.80 per limited
partner unit, respectively) (2,400,000 ) (3,200,000 )
------------ ------------
33,740,516 33,725,703
------------ ------------
Total partners' capital $ 33,915,304 $ 33,900,491
============ ============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2002 2001
--------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 2,396,060 $ 2,283,173
----------- -----------
Cash Flows from Investing Activities:
Proceeds from sale of assets 1,696,086 1,486,728
Additions to land and building on operating leases (1,215,441 ) --
Increase in restricted cash (1,296,422 ) --
Decrease in restricted cash 1,302,392 --
Investment in joint venture (34,876 ) (1,521,169 )
Collections on mortgage note receivable -- 225,865
Return of capital from joint venture -- 400,000
----------- -----------
Net cash provided by investing activities 451,739 591,424
----------- -----------
Cash Flows from Financing Activities:
Distributions to limited partners (2,400,000 ) (2,400,000 )
----------- -----------
Net cash used in financing activities (2,400,000 ) (2,400,000 )
----------- -----------
Net Increase in Cash and Cash Equivalents 447,799 474,597
Cash and Cash Equivalents at Beginning of Period 1,364,668 1,257,447
----------- -----------
Cash and Cash Equivalents at End of Period $ 1,812,467 $ 1,732,044
=========== ===========
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 800,000 $ 800,000
=========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
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 management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and nine months ended September 30, 2002, may not be
indicative of the results that may be expected for the year ending
December 31, 2002. Amounts as of December 31, 2001, 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 XV, Ltd. (the "Partnership") for the year ended December
31, 2001.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement requires that a
long-lived asset be tested for recoverability whenever events or
changes in circumstances indicate that its carrying amount may not be
recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when
the carrying amount of a long-lived asset exceeds its fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived
asset is its new cost basis. The statement also requires that the
results of operations of a component of an entity that either has been
disposed of or is classified as held for sale be reported as a
discontinued operation if the disposal activity was initiated
subsequent to the adoption of the Standard.
2. Reclassification:
Certain items in the prior years' financial statements have been
reclassified to conform to 2002 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Land and Buildings on Operating Leases:
In June 2002, the Partnership reinvested the majority of the proceeds
from the sale of the property in Redlands, California (see Note 4) in a
property in Houston, Texas at an approximate cost of $1,215,400. The
Partnership acquired this property from CNL Funding 2001-A, LP, an
affiliate of the general partners (see Note 5).
4. Investment in Joint Ventures:
In June 2002, the Partnership and CNL Income Fund VI, Ltd., an
affiliate of the general partners, entered into an agreement with an
unrelated third party to sell the property in Fort Myers, Florida. The
Partnership owns a 15% interest in this Property. The contract for the
sale of the Property was subsequently terminated and as a result, the
tenancy in common reclassified the asset from real estate held for sale
to land and building on operating leases and accrued rental income.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
5. Discontinued Operations:
In February 2002, the Partnership sold its property in Redlands,
California for approximately $1,337,900 and received net sales proceeds
of approximately $1,300,900 resulting in a gain of approximately
$301,800. In addition, in September 2002, the Partnership sold its
property in Medina, Ohio to an unrelated third party for $400,000 and
received net sales proceeds of approximately $395,200 resulting in a
loss of approximately $1,600. The financial results for these
properties are reflected as Discontinued Operations in the accompanying
financial statements.
The operating results of discontinued operations are as follows:
Quarter Ended September 30, Nine Months Ended September 30,
2002 2001 2002 2001
--------------- -------------- ----------------- ---------------
Rental revenues $ -- $ 27,761 $ 13,379 $ 83,284
Expenses (3,336 ) (23,179 ) (16,652 ) (30,168 )
Provision for write-down of
assets -- -- (8,624 ) --
Gain (loss) on disposal of assets (1,595 ) -- 300,233 --
--------------- -------------- ----------------- ---------------
Income (loss) from discontinued
operations $(4,931) $ 4,582 $ 288,336 $ 53,116
=============== ============== ================= ===============
6. Related Party Transactions:
In June, 2002, the Partnership acquired a property in Houston, Texas
from CNL Funding 2001-A, LP, an affiliate of the general partners for a
purchase price of $1,215,400 (see Note 3). CNL Funding 2001-A, LP
purchased and temporarily held title to the property in order to
facilitate the acquisition of the property by the Partnership. The
purchase price paid by the Partnership represented the costs incurred
by CNL Funding 2001-A, LP to acquire and carry the property.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XV, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on September 2, 1993, to acquire for cash, either
directly or through joint venture and tenancy in common 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
September 30, 2001, the Partnership owned 39 Properties directly and owned nine
Properties indirectly through joint venture or tenancy in common arrangements.
As of September 30, 2002, the Partnership owned 37 Properties directly and owned
10 Properties indirectly through joint venture or tenancy in common
arrangements.
Capital Resources
Cash from operating activities (which includes cash received from
tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses) was $2,396,060 and $2,283,173 for the
nine months ended September 30, 2002 and 2001, respectively. The increase in
cash from operating activities for the nine months ended September 30, 2002, was
primarily a result of changes in income and expenses, as described in "Results
of Operations" below.
Other sources and uses of capital included the following during the
nine months ended September 30, 2002.
In August 2001, the Partnership entered into a joint venture
arrangement, CNL VII, XV Columbus Joint Venture, with CNL Income Fund VII, Ltd.
a Florida limited partnership and an affiliate of the general partners, to
construct and hold one restaurant Property. During the nine months ended
September 30, 2002, the Partnership contributed approximately $34,900 to the
joint venture to pay construction costs. Construction of the restaurant was
completed in February 2002 and as of September 30, 2002 the Partnership owned a
31.25% interest in the profits and losses of the joint venture.
In addition, in February 2002, the Partnership sold its Property in
Redlands, California to an unrelated third party for approximately $1,337,900
and received net sales proceeds of approximately $1,300,900 resulting in a gain
on disposal of discontinued operations of approximately $301,800. In June 2002,
the Partnership reinvested the majority of these sales proceeds in a Property in
Houston, Texas at an approximate cost of $1,215,400. The Partnership acquired
this Property from CNL Funding 2001-A, LP, a Delaware limited partnership and an
affiliate of the general partners. The purchase price paid by the Partnership
represented the costs incurred by CNL Funding 2001-A, LP to acquire the
Property. The Partnership believes that the transaction, or a portion thereof,
relating to the sale of the Property and the reinvestment of the proceeds will
qualify as a like-kind exchange transaction for federal income tax purposes;
however, the Partnership anticipates that its distributions will be sufficient
to enable the limited partners to pay federal and state income taxes at a level
reasonably assumed by the general partners, resulting from the sale.
In September 2002, the Partnership sold its Property in Medina, Ohio to
an unrelated third party for $400,000 and received net sales proceeds of
approximately $395,200 resulting in a loss on disposal of discontinued
operations of approximately $1,600. The Partnership intends to use the proceeds
to invest in an additional Property.
Currently, cash reserves and rental income from the Partnership's
Properties are invested in money market accounts or other short-term, highly
liquid investments such as demand deposit accounts at commercial banks, money
market accounts and certificates of deposit with less than a 90-day maturity
date, pending the Partnership's use of such funds to pay Partnership expenses or
to make distributions to the partners. At September 30, 2002, the Partnership
had $1,812,467 invested in such short-term investments, as compared to
$1,364,668 at December 31, 2001. The increase in cash and cash equivalents at
September 30, 2002 was primarily attributable to the Partnership receiving
approximately $395,200 of net sales proceeds from the sale of the Property in
Medina, Ohio, as described above. The funds remaining at September 30, 2002,
after investing in an additional Property and 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.
Total liabilities of the Partnership, including distributions payable,
were $872,020 at September 30, 2002, as compared to $931,717 at December 31,
2001, primarily as a result of a decrease in real estate taxes payable, rents
paid in advance and deposits and deferred rental income at September 30, 2002.
The decrease was partially offset by an increase in amounts due to related
parties and accounts payable at September 30, 2002, as compared to December 31,
2001. The general partners believe that the Partnership has sufficient cash on
hand to meet its current working capital needs.
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 cash from operations, the Partnership declared distributions to
limited partners of $2,400,000 for each of the nine months ended September 30,
2002 and 2001 ($800,000 for each applicable quarter). This represents
distributions for each of the nine months ended September 30, 2002 and 2001 of
$0.60 per unit ($0.20 for each applicable quarter). No distributions were made
to the general partners for the quarters and nine months ended September 30,
2002 and 2001. No amounts distributed to the limited partners for the nine
months ended September 30, 2002 and 2001 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.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $2,324,874 for the nine months ended
September 30, 2002, as compared to $2,195,676 in the comparable period of 2001,
of which $817,842 and $714,635 were earned during the quarters ended September
30, 2002 and 2001, respectively. The increase in rental revenues during the
quarter and nine months ended September 30, 2002, as compared to the same
periods of 2001, was partially due to the fact that in December 2001 the
Partnership used a portion of the sales proceeds from the sale of the
Partnership's Property in Greer, South Carolina and the majority of the sales
proceeds from the sale of the Partnership's Property in Altadena, California to
acquire a Property in Houston, Texas. In addition, the increase in revenues
during the nine months ended September 30, 2002, as compared to the same period
of 2001 was also partially due to the fact that the Partnership received rental
payments relating to the Property in Bartlesville, Oklahoma. During 2000,
Phoenix Restaurant Group, Inc. ("PRG"), the tenant of this Property, experienced
financial difficulties and ceased payment of rent. As a result, the Partnership
stopped recording rental revenue during the quarter ended March 31, 2001. In
October 2001, PRG filed for bankruptcy and resumed payment of rent to the
Partnership from the bankruptcy date through April 30, 2002. The Partnership
re-leased this Property to a new tenant in May 2002. In addition, the increase
in revenues during the quarter and nine months ended September 30, 2002 was
partially attributable to the fact that in June 2002 the Partnership used the
majority of the proceeds from the sale of the Property in Redlands, California
to acquire another Property in Houston, Texas. The increase in rental revenues
during the quarter and nine months ended September 30, 2002 was partially offset
by the fact that the Partnership sold several Properties during 2001.
During the nine months ended September 30, 2002 and 2001, the
Partnership earned $20,454 and $70,126, respectively, in interest and other
income, of which $3,069 and $21,648 were earned during the quarters ended
September 30, 2002 and 2001, respectively. The decrease in interest and other
income during the quarter and nine months ended September 30, 2002, as compared
to the same periods of 2001, was due to a decrease in the average cash balance
and due to a decline in interest rates.
During the six months ended June 30, 2002 and 2001, the Partnership
earned $331,399 and $337,959, respectively, attributable to net income earned by
joint ventures, of which $109,591 and $99,801 were earned during the quarters
ended September 30, 2002 and 2001. The decrease in net income earned by joint
ventures during the nine months ended September 30, 2002, as compared to the
same period in 2001, was primarily due to the fact that in May 2001, Wood-Ridge
Real Estate Joint Venture, in which the Partnership owns a 50% interest, sold
its Property in Paris, Texas in accordance with the purchase option under the
lease agreement. During 2001, the joint venture distributed the net sales
proceeds received from the sale as a return of capital to the Partnership and
the other joint venture partner. The decrease in net income earned by joint
ventures was partially offset by the fact that in April and August 2001,
respectively, the Partnership invested in a Property in Blue Springs, Missouri
with CNL Income Fund XIII, Ltd. as tenants-in-common, and in a joint venture
arrangement, CNL VII, XV Columbus Joint Venture, with CNL Income Fund VII, Ltd.
Each of the CNL Income Funds is a Florida limited partnership and an affiliate
of the general partners.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets were $550,250 and $1,117,547 for the nine
months ended September 30, 2002 and 2001, respectively, of which $163,468 and
$340,660 were incurred during the quarters ended September 30, 2002 and 2001,
respectively. Operating expenses were higher during the quarter and nine months
ended September 30, 2001, compared to the quarter and nine months ended
September 30, 2002, as a result of the Partnership recording a provision for
write-down of assets during the nine months ended September 30, 2001 in the
amount of $288,684 relating to the Property in Greer, South Carolina. The
provision represented the difference between the carrying value of the Property
and its fair value. In addition, during the quarter and nine months ended
September 30, 2001, the Partnership recorded a provision for write-down of
assets of approximately $223,839 related to the Property in Bartlesville,
Oklahoma. During 2001, the Partnership also recorded bad debt expense of
approximately $46,900 relating to this Property. The tenant of the Property,
Phoenix Restaurant Group, Inc., experienced financial difficulty and filed for
bankruptcy during 2001. The Partnership re-leased this Property to a new tenant
in May 2002.
The decrease in operating expenses during the nine months ended
September 30, 2002, as compared to the same period of 2001, was also
attributable to a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties and due to a decrease in state tax
expense.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement requires that a long-lived asset
be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when the
carrying amount of a long-lived asset exceeds its fair value. If an impairment
is recognized, the adjusted carrying amount of a long-lived asset is its new
cost basis. The statement also requires that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a discontinued operation if the disposal activity was
initiated subsequent to the adoption of the Standard.
During the nine months ended September 30, 2002, the Partnership
identified and sold two Properties that met the criteria of this standard and
were classified as Discontinued Operations in the accompanying financial
statements. The Partnership reinvested the proceeds from the sale of one
Property and intends to reinvest the proceeds of the other Property.
As a result of the sale of the Property in Woodland Hills, California,
the Partnership recorded a gain of $246,671 during the nine months ended
September 30, 2001.
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 within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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 XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XV, Ltd. (Included as Exhibit 4.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XV, Ltd. (Included as
Exhibit 4.2 to Form 10-K filed with the Securities
and Exchange Commission on March 30, 1995,
incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1996, 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 7, 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.)
99.1 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.)
99.2 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 From 8-K were filed during the quarter
ended September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of November, 2002.
CNL INCOME FUND XV, 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)
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
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund XV, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ James M. Seneff, Jr.
- -----------------------------
James M. Seneff, Jr.
Chief Executive Officer
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
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund XV, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Robert A. Bourne
- --------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on March 30, 1995, incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 30, 1996, 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 7, 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.)
99.1 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.)
99.2 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 99.1
EXHIBIT 99.2