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, 2003
----------------------------------------
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
---------------------------------------
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
September 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 21,197,000 $ 21,447,308
Net investment in direct financing leases 3,926,344 4,010,336
Real estate held for sale -- 558,990
Investment in joint ventures 4,415,029 4,455,920
Cash and cash equivalents 2,792,506 2,317,004
Receivables, less allowance for doubtful
accounts of $1,068 in 2002 273 37,849
Accrued rental income less allowance for doubtful
accounts of $27,005 in 2003 and 2002 1,949,726 1,857,219
Other assets 50,384 42,906
------------------- -------------------
$ 34,331,262 $ 34,727,532
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 15,753 $ 6,985
Real estate taxes payable 8,368 2,109
Distributions payable 800,000 900,000
Due to related parties 21,855 20,605
Rents paid in advance and deposits 155,227 163,197
------------------- -------------------
Total liabilities 1,001,203 1,092,896
Partners' capital 33,330,059 33,634,636
------------------- -------------------
$ 34,331,262 $ 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- --------------- -------------- --------------
Revenues:
Rental income from operating leases $ 636,934 $ 656,947 $ 1,913,683 $ 1,883,420
Earned income from direct financing leases 110,239 113,316 333,104 342,007
Contingent rental income -- -- 297 1,911
Interest and other income 1,015 3,069 4,040 20,454
------------- --------------- -------------- --------------
748,188 773,332 2,251,124 2,247,792
------------- --------------- -------------- --------------
Expenses:
General operating and administrative 57,077 66,963 199,532 221,490
Property related 9,203 3,258 15,377 13,554
Management fees to related parties 8,714 9,240 26,695 26,586
State and other taxes 94 -- 38,689 40,230
Depreciation and amortization 84,171 84,056 252,523 244,573
------------- --------------- -------------- --------------
159,259 163,517 532,816 546,433
------------- --------------- -------------- --------------
Income Before Equity in Earnings of Joint
Ventures 588,929 609,815 1,718,308 1,701,359
Equity in Earnings of Joint Ventures 108,634 109,591 327,439 331,399
------------- --------------- -------------- --------------
Income from Continuing Operations 697,563 719,406 2,045,747 2,032,758
------------- --------------- -------------- --------------
Discontinued Operations:
Income from discontinued operations -- 44,292 49,676 81,822
Gain (loss) on disposal of discontinued
operations -- (1,595 ) -- 300,233
------------- --------------- -------------- --------------
-- 42,697 49,676 382,055
------------- --------------- -------------- --------------
Net Income $ 697,563 $ 762,103 $ 2,095,423 $ 2,414,813
============= =============== ============== ==============
============== ==============
Income Per Limited Partner Unit
Continuing operations $ 0.17 $ 0.18 $ 0.51 $ 0.51
Discontinued operations -- 0.01 0.01 0.09
------------- --------------- -------------- --------------
$ 0.17 $ 0.19 $ 0.52 $ 0.60
============= =============== ============== ==============
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,
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 2,095,423 3,034,145
Distributions ($0.60 and $0.83 per limited
partner unit, respectively) (2,400,000 ) (3,300,000 )
--------------------- ------------------
33,155,271 33,459,848
--------------------- ------------------
Total partners' capital $ 33,330,059 $ 33,634,636
===================== ==================
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,
2003 2002
---------------- --------------
Net Cash Provided by Operating Activities $ 2,416,512 $ 2,396,060
---------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of assets 558,990 1,696,086
Additions to real estate properties with
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 )
---------------- --------------
Net cash provided by investing activities 558,990 451,739
---------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,500,000 ) (2,400,000 )
---------------- --------------
Net cash used in financing activities (2,500,000 ) (2,400,000 )
---------------- --------------
Net Increase in Cash and Cash Equivalents 475,502 447,799
Cash and Cash Equivalents at Beginning of Period 2,317,004 1,364,668
---------------- --------------
Cash and Cash Equivalents at End of Period $ 2,792,506 $ 1,812,467
================ ==============
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, 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 nine months ended September 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, the Financial Accounting and Standards Board ("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 ending
after December 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements of 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.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics
of both liabilities and equity. FAS 150 will require issuers to classify
certain financial instruments as liabilities (or assets in some
circumstances) that previously were classified as equity. One requirement
of FAS 150 is that minority interests for majority owned finite lived
entities be classified as a liability and recorded at fair market value.
FAS 150 initially applied immediately to all financial instruments entered
into or modified after May 31, 2003, and otherwise was effective at the
beginning of the first interim period beginning after June 15, 2003.
Effective October 29, 2003, the FASB deferred implementation of FAS 150 as
it applies to minority interests of finite lived Partnerships. The deferral
of these provisions is expected to remain in effect while these interests
are addressed in either Phase II of the FASB's Liabilities and Equity
project or Phase II of the FASB's Business Combinations project; therefore,
no specific timing for the implementation of these provisions has been
stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
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.
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 nine months ended
September 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 Nine Months Ended September
September 30, 30,
2003 2002 2003 2002
------------- ------------- --------------- ------------
Rental revenues $ -- $ 47,579 $ 53,709 $ 110,915
Expenses -- (3,287 ) (4,033 ) (20,469 )
Provision for write-down of
assets -- -- -- (8,624 )
------------- ------------- --------------- ------------
Income from discontinued
operations $ -- $ 44,292 $ 49,676 $ 81,822
============= ============= =============== ============
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, 2002, the Partnership owned 37 Properties directly and ten
Properties indirectly through joint venture or tenancy in common arrangements.
As of September 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 $2,416,512 and $2,396,060 for the
nine months ended September 30, 2003 and 2002, respectively. Other sources and
uses of cash included the following during the nine months ended September 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 nine
months ended September 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 September 30, 2003, the Partnership had $2,792,506 in cash and cash
equivalents, as compared to $2,317,004 at December 31, 2002. At September 30,
2003, these funds were held in demand deposit accounts at commercial banks. The
increase in cash and cash equivalents at September 30, 2003, as compared to
December 31, 2002, was due to the Partnership holding the sales proceeds from
the 2003 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 September 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 $2,400,000 for each of the nine months
ended September 30, 2003 and 2002 ($800,000 for each applicable quarter). This
represents distributions of $0.60 per unit for each of the nine months ended
September 30, 2003 and 2002 ($0.20 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended September 30, 2003 and 2002. No amounts distributed to the limited
partners for the nine months ended September 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, including distributions payable, were $1,001,203 at
September 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 nine months ended September 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 nine months ended September 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 and real estate taxes payable at September 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 $2,246,787 during the nine months ended
September 30, 2003, as compared to $2,225,427 during the same period of 2002,
$747,173 and $770,263 of which were earned during the third quarters of 2003 and
2002, respectively. Rental revenues increased during the nine months ended
September 30, 2003 because the Partnership acquired a Property in Houston, Texas
in June 2002. Rental revenues were impacted during the quarter and nine months
ended September 30, 2002 primarily because the Partnership collected and
recognized as income amounts related to the Property in Albuquerque, New Mexico
which had been reserved in a prior year.
The Partnership also earned $4,040 attributable to interest and other
income during the nine months ended September 30, 2003, as compared to $20,454
during the same period of 2002, $1,015 and $3,069 of which were earned during
the quarters ended September 30, 2003 and 2002, respectively. Interest and other
income were higher during the quarter and nine months ended September 30, 2002
primarily 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. In June 2002, the Partnership reinvested
the sales proceeds in a Property in Houston, Texas.
The Partnership also earned $327,439 attributable to net income earned
by joint ventures during the nine months ended September 30, 2003, as compared
to $331,399 during the same period of 2002, $108,634 and $109,591 of which were
earned during the quarters ended September 30, 2003 and 2002, respectively. Net
income earned by joint ventures during the nine months ended September 30, 2003,
as compared to the same period of 2002, remained constant as there was no change
in the leased Property portfolio owned by the joint ventures and tenancies in
common.
Operating expenses, including depreciation and amortization expense,
were $532,816 during the nine months ended September 30, 2003, as compared to
$546,433 during the same period of 2002, $159,259 and $163,517 of which were
incurred during the quarters ended September 30, 2003 and 2002, respectively.
The decrease in operating expenses during the quarter and nine months ended
September 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 net rental income (rental revenues less Property related expenses and
provision for write-down of assets) of $44,292 and $81,822 during the quarter
and nine months ended September 30, 2002, respectively, relating to these four
Properties. The Partnership sold its Properties in Redlands, California and
Medina, Ohio during the nine months ended September 30, 2002 and recognized a
loss on disposal of discontinued operations of approximately $1,600 related to
the Property in Medina, Ohio during the quarter ended September 30, 2002 and a
net gain on disposal of discontinued operations of $300,233 for the nine months
ended September 30, 2002. The Partnership sold its Property in Stratford, New
Jersey in December 2002. 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
$49,676 during the nine months ended September 30, 2003, relating to this
Property.
In January 2003, the Financial Accounting Standards Board ("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 ending after December 15,
2003. The general partners believe adoption of this standard may result in
either consolidation or additional disclosure requirements of 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.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. FAS 150 will require issuers to classify certain
financial instruments as liabilities (or assets in some circumstances) that
previously were classified as equity. One requirement of FAS 150 is that
minority interests for majority owned finite lived entities be classified as a
liability and recorded at fair market value. FAS 150 initially applied
immediately to all financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. Effective October 29, 2003, the FASB deferred
implementation of FAS 150 as it applies to minority interests of finite lived
Partnerships. The deferral of these provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and Equity project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these provisions has
been stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on 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 Form 8-K were filed during the quarter ended
September 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 November, 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