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
0-26216
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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 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 XV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 21,280,436 $ 21,447,308
Net investment in direct financing leases 3,955,137 4,010,336
Real estate held for sale -- 558,990
Investment in joint ventures 4,435,425 4,455,920
Cash and cash equivalents 2,713,578 2,317,004
Receivables, less allowance for doubtful
accounts of $1,068 in 2002 1,138 37,849
Accrued rental income less allowance for doubtful
accounts of $27,005 in 2003 and 2002 1,918,976 1,857,219
Other assets 40,735 42,906
------------------- -------------------
$ 34,345,425 $ 34,727,532
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 12,479 $ 6,985
Real estate taxes payable 5,596 2,109
Distributions payable 800,000 900,000
Due to related parties 15,491 20,605
Rents paid in advance and deposits 79,363 163,197
------------------- -------------------
Total liabilities 912,929 1,092,896
Partners' capital 33,432,496 33,634,636
------------------- -------------------
$ 34,345,425 $ 34,727,532
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, 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 $ 638,775 $ 614,372 $ 1,276,749 $ 1,226,473
Earned income from direct financing leases 111,042 114,031 222,865 228,691
Contingent rental income -- -- 297 1,911
Interest and other income 1,588 10,415 3,025 17,385
------------- --------------- -------------- --------------
751,405 738,818 1,502,936 1,474,460
------------- --------------- -------------- --------------
Expenses:
General operating and administrative 60,179 71,574 142,455 154,527
Property related 3,328 6,642 6,174 10,296
Management fees to related parties 8,986 8,236 17,981 17,346
State and other taxes 252 3,646 38,595 40,230
Depreciation and amortization 84,175 81,112 168,352 160,517
------------- --------------- -------------- --------------
156,920 171,210 373,557 382,916
------------- --------------- -------------- --------------
Income Before Equity in Earnings of Joint
Ventures 594,485 567,608 1,129,379 1,091,544
Equity in Earnings of Joint Ventures 109,524 111,892 218,805 221,808
------------- --------------- -------------- --------------
Income from Continuing Operations 704,009 679,500 1,348,184 1,313,352
------------- --------------- -------------- --------------
Discontinued Operations:
Income (loss) from discontinued operations 25,877 (2,906 ) 49,676 37,530
Gain on disposal of discontinued operations -- -- -- 301,828
------------- --------------- -------------- --------------
25,877 (2,906 ) 49,676 339,358
------------- --------------- -------------- --------------
Net Income $ 729,886 $ 676,594 $ 1,397,860 $ 1,652,710
============= =============== ============== ==============
Income Per Limited Partner Unit
Continuing operations $ 0.17 $ 0.17 $ 0.34 $ 0.33
Discontinued operations 0.01 -- 0.01 0.08
------------- --------------- -------------- --------------
$ 0.18 $ 0.17 $ 0.35 $ 0.41
============= =============== ============== ==============
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
Six Months Ended Year Ended
June 30, December 31,
2003 2002
--------------------- ------------------
General partners:
Beginning balance $ 174,788 $ 174,788
Net income -- --
--------------------- ------------------
174,788 174,788
--------------------- ------------------
Limited partners:
Beginning balance 33,459,848 33,725,703
Net income 1,397,860 3,034,145
Distributions ($0.40 and $0.83 per limited
partner unit, respectively) (1,600,000 ) (3,300,000 )
--------------------- ------------------
33,257,708 33,459,848
--------------------- ------------------
Total partners' capital $ 33,432,496 $ 33,634,636
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
2003 2002
---------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,537,584 $ 1,532,307
---------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of assets 558,990 1,300,882
Additions to real estate properties with
operating leases -- (1,215,441 )
Increase in restricted cash -- (1,296,422 )
Decrease in restricted cash -- 1,215,620
Investment in joint venture -- (34,876 )
---------------- --------------
Net cash provided by (used in) investing
activities 558,990 (30,237 )
---------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,700,000 ) (1,600,000 )
---------------- --------------
Net cash used in financing activities (1,700,000 ) (1,600,000 )
---------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 396,574 (97,930 )
Cash and Cash Equivalents at Beginning of Period 2,317,004 1,364,668
---------------- --------------
Cash and Cash Equivalents at End of Period $ 2,713,578 $ 1,266,738
================ ==============
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 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 XV, 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.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Discontinued Operations:
During 2002, the Partnership identified and sold three properties that were
classified as Discontinued Operations in the accompanying financial
statements. One of the properties became vacant prior to 2002. In January
2003, the Partnership identified another property for sale. In June 2003,
the Partnership sold its property in Bartlesville, Oklahoma and recorded no
gain or loss on disposal of assets during the quarter and six months ended
June 30, 2003. The Partnership had recorded provisions for write-down of
assets relating to this property in previous years.
The operating results of the discontinued operations for these properties
are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------- ------------- --------------- ------------
Rental revenues $ 25,928 $ 15,686 $ 53,709 $ 63,336
Expenses (51 ) (9,968 ) (4,033 ) (17,182 )
Provision for write-down of
assets -- (8,624 ) -- (8,624 )
------------- ------------- --------------- ------------
Income (loss) from discontinued
operations $ 25,877 $ (2,906 ) $ 49,676 $ $37,530
============= ============= =============== ============
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 June 30,
2002, the Partnership owned 38 Properties directly and 10 Properties indirectly
through joint venture or tenancy in common arrangements. As of June 30, 2003,
the Partnership owned 35 Properties directly and ten Properties indirectly
through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $1,537,584 and $1,532,307 for the
six months ended June 30, 2003 and 2002, respectively. Other sources and uses of
cash included the following during the six months ended June 30, 2003.
In June 2003, the Partnership sold its Property in Bartlesville,
Oklahoma to a third party and received net sales proceeds of approximately
$559,000 resulting in no gain or loss on disposal of assets during the quarter
and six months ended June 30, 2003. The Partnership had recorded provisions for
write-down of assets in previous years relating to this asset. The Partnership
intends to reinvest these proceeds in an additional Property.
At June 30, 2003, the Partnership had $2,713,578 in cash and cash
equivalents, as compared to $2,317,004 at December 31, 2002. At June 30, 2003,
these funds were held in demand deposit accounts at commercial banks. The
increase in cash and cash equivalents at June 30, 2003, as compared to December
31, 2002, was due to the Partnership holding the sales proceeds from the sale of
the Property in Bartlesville, Oklahoma, pending reinvestment in an additional
Property. The increase was partially offset as a result of the Partnership
paying a special distribution to the limited partners in 2003, which was accrued
at December 31, 2002, of $100,000 of cumulative excess operating reserves. The
funds remaining at June 30, 2003, after payment of distributions and other
liabilities, will be used to invest in an additional Property 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 continue to generate 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 funds are available for distribution. Based
on current and anticipated future cash from operations, the Partnership declared
distributions to limited partners of $1,600,000 for each of the six months ended
June 30, 2003 and 2002 ($800,000 for each applicable quarter). This represents
distributions of $0.40 per unit for each of the six months ended June 30, 2003
and 2002 ($0.20 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 $912,929 at June 30, 2003, as compared to $1,092,896 at December 31, 2002.
The decrease in liabilities was primarily a result of the payment of a special
distribution to the limited partners during the six months ended June 30, 2003,
that was accrued at December 31, 2002. The special distribution of $100,000
represented cumulative, excess operating reserves. The decrease in liabilities
during the six months ended June 30, 2003 was also due to a decrease in rents
paid in advance and deposits. The decrease was partially offset by an increase
in accounts payable 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 $1,499,614 during the six months ended June
30, 2003, as compared to $1,455,164 during the same period of 2002, $749,817 and
$728,403 of which were earned during the second quarters of 2003 and 2002,
respectively. Rental revenues increased during the quarter and six months ended
June 30, 2003 because the Partnership acquired a Property in Houston, Texas in
June 2002.
The Partnership also earned $3,025 attributable to interest and other
income during the six months ended June 30, 2003, as compared to $17,385 during
the same period of 2002, $1,588 and $10,415 of which were earned during the
quarters ended June 30, 2003 and 2002, respectively. Interest and other income
were higher during the quarter and six months ended June 30, 2002 due to the
Partnership holding the proceeds from the sale of the Property in Redlands,
California in an interest bearing bank account pending reinvestment in an
additional Property.
The Partnership also earned $218,805 attributable to net income earned
by joint ventures during the six months ended June 30, 2003, as compared to
$221,808 during the same period of 2002, $109,524 and $111,892 of which were
earned during the quarters ended June 30, 2003 and 2002, respectively.
Operating expenses, including depreciation and amortization expense,
were $373,557 during the six months ended June 30, 2003, as compared to $382,916
during the same period of 2002, $156,920 and $171,210 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. The decrease in
operating expenses during the quarter and six months ended June 30, 2003 was due
to a decrease in the costs incurred for administrative expenses for servicing
the Partnership and its Properties. The decrease during 2003 was partially
offset by an increase in depreciation expense as a result of the acquisition of
the Property in Houston, Texas in June 2002.
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. In addition, in January 2003, the Partnership
identified for sale its Property in Bartlesville, Oklahoma. The Partnership
recognized a net rental loss (rental revenues less Property related expenses and
provision for write-down of assets) of $2,906 and net rental income of $37,530
during the quarter and six months ended June 30, 2002, respectively, relating to
these four Properties. The Partnership sold the Property in Redlands, California
during the six months ended June 30, 2002 and recognized a gain on disposal of
discontinued operations of $301,828. The Partnership sold its Properties in
Medina, Ohio and Stratford, New Jersey in September and December 2002,
respectively. In June 2003, the Partnership sold its Property in Bartlesville,
Oklahoma and recorded no gain or loss on the disposal. The Partnership had
recorded provisions for write-down of assets in previous years relating to this
Property. The Partnership recognized net rental income of $25,877 and $49,676
during the quarter and six months ended June 30, 2003, relating to this
Property.
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.
------------------
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.)
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 From 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 12th day of August, 2003.
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)
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.)
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