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
0-26218
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CNL Income Fund XVI, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3198891
- --------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Ave.
Orlando, Florida 32801 - 3336
- --------------------------------- -----------------------------
(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 XVI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 24,517,251 $ 24,762,953
Net investment in direct financing leases 2,632,361 2,662,948
Real estate held for sale -- 153,500
Investment in joint ventures 3,438,644 3,446,648
Cash and cash equivalents 1,413,958 1,343,836
Receivables, less allowance for doubtful accounts
of $58,582 and $63,752, respectively 342 49,577
Due from related parties 5,210 18,966
Accrued rental income, less allowance for doubtful accounts of
$12,753 in 2003 and 2002 1,635,601 1,549,115
Other assets 31,820 32,038
------------------- -------------------
$ 33,675,187 $ 34,019,581
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 11,578 $ 3,505
Real estate taxes payable 8,197 10,502
Distributions payable 900,000 900,000
Due to related parties 20,156 18,292
Rents paid in advance and deposits 96,166 97,342
------------------- -------------------
Total liabilities 1,036,097 1,029,641
Partners' capital 32,639,090 32,989,940
------------------- -------------------
$ 33,675,187 $ 34,019,581
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVI, 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 $ 787,543 $ 1,271,407 $1,574,342 $2,015,068
Earned income from direct financing leases 72,293 75,244 145,456 150,813
Contingent rental income 1,142 441 1,142 441
Interest and other income 1,302 72,023 1,650 80,976
-------------- ------------ -------------- -------------
862,280 1,419,115 1,722,590 2,247,298
-------------- ------------ -------------- -------------
Expenses:
General operating and administrative 62,811 73,068 137,761 146,623
Property related 2,213 31,998 6,061 37,920
Management fees to related parties 9,210 14,507 18,439 23,861
State and other taxes -- 2,991 25,878 19,699
Depreciation and amortization 122,588 119,942 247,136 237,319
-------------- ------------ -------------- -------------
196,822 242,506 435,275 465,422
-------------- ------------ -------------- -------------
Income Before Equity in Earnings of Joint Ventures 665,458 1,176,609 1,287,315 1,781,876
Equity in Earnings of Joint Ventures 80,656 75,646 161,790 150,801
-------------- ------------ -------------- -------------
Income from Continuing Operations 746,114 1,252,255 1,449,105 1,932,677
-------------- ------------ -------------- -------------
Discontinued Operations:
Loss from discontinued operations -- (27,504 ) (947 ) (23,669 )
Gain on disposal of discontinued operations -- 402,633 992 402,633
-------------- ------------ -------------- -------------
-- 375,129 45 378,964
-------------- ------------ -------------- -------------
Net Income $ 746,114 $ 1,627,384 $1,449,150 $2,311,641
============== ============ ============== =============
Income Per Limited Partner Unit:
Continuing Operations $ 0.17 $ 0.28 $ 0.32 $ 0.43
Discontinued Operations -- 0.08 -- 0.08
-------------- ------------ -------------- -------------
$ 0.17 $ 0.36 $ 0.32 $ 0.51
============== ============ ============== =============
Weighted Average Number of Limited Partner
Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
============== ============ ============== =============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVI, 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 $ 160,017 $ 160,017
Net income -- --
-------------------- ------------------
160,017 160,017
-------------------- ------------------
Limited partners:
Beginning balance 32,829,923 33,132,595
Net income 1,449,150 3,297,328
Distributions ($0.40 and $0.80 per limited
partner unit, respectively) (1,800,000 ) (3,600,000 )
-------------------- ------------------
32,479,073 32,829,923
-------------------- ------------------
Total partners' capital $ 32,639,090 $ 32,989,940
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
----------------- -----------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,715,630 $ 2,126,023
----------------- -----------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,406,745 )
Proceeds from sale of assets 154,492 1,773,729
Investment in joint ventures -- (221,404 )
----------------- -----------------
Net cash provided by investing activities 154,492 145,580
----------------- -----------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,800,000 ) (1,800,000 )
----------------- -----------------
Net cash used in financing activities (1,800,000 ) (1,800,000 )
----------------- -----------------
Net Increase in Cash and Cash Equivalents 70,122 471,603
Cash and Cash Equivalents at Beginning of Period 1,343,836 774,673
----------------- -----------------
Cash and Cash Equivalents at End of Period $ 1,413,958 $ 1,246,276
================= =================
Supplemental Schedule of Non-Cash Financing Activities:
Distributions declared and unpaid at end of period $ 900,000 $ 900,000
================= =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVI, 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 XVI, 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 XVI, 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 for sale four properties that
were classified as Discontinued Operations in the accompanying
financial statements. The Partnership sold three of the four properties
during 2002. In February 2003, the Partnership sold the fourth
property, resulting in a gain on disposal of assets of approximately
$1,000 during the six months ended June 30, 2003. The Partnership
recorded provisions for write-down of assets in previous years relating
to this property.
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 $ -- $ 17,606 $ -- $ 44,327
Expenses -- (24,848 ) (947 ) (47,734 )
Provision for write-down of assets -- (20,262 ) -- (20,262 )
------------- ------------- ------------- ---------------
Loss from discontinued operations $ -- $ (27,504 ) $ (947 ) $ (23,669 )
============= ============= ============= ===============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XVI, 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 arrangements, both newly constructed and
existing restaurant properties, 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
are generally 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 36 Properties directly and six Properties indirectly through
joint venture or tenancy in common arrangements. As of June 30, 2003, the
Partnership owned 34 Properties directly and six Properties indirectly through
joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $1,715,630 and $2,126,023 for the
six months ended June 30, 2003 and 2002, respectively. The decrease in cash from
operating activities during the six months ended June 30, 2003, as compared to
the same period of 2002, was a result of changes in the Partnership's income and
expenses.
Other sources and uses of cash included the following during the six
months ended June 30, 2003.
In February 2003, the Partnership sold its Property in Salina, Kansas,
to a third party and received net sales proceeds of approximately $154,500,
resulting in a gain on disposal of assets of approximately $1,000 during the 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 the net sales proceeds in an additional Property.
At June 30, 2003, the Partnership had $1,413,958 in cash and cash
equivalents, as compared to $1,343,836 at December 31, 2002. At June 30, 2003,
these funds were held in demand deposit accounts at commercial banks. The funds
remaining at June 30, 2003, after the payment of distributions and other
liabilities, will be used to 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 generate net cash flow in
excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and for the six months ended June 30, 2003, anticipated future
cash from operations, the Partnership declared distributions to limited partners
of $1,800,000 for each of the six months ended June 30, 2003 and 2002, ($900,000
for each of the quarters ended June 30, 2003 and 2002). 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 $1,036,097 at June 30, 2003, as compared to $1,029,641 at 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 $1,719,798 during the six months ended June
30, 2003, as compared to $2,165,881 during the same period of 2002, $859,836 and
$1,346,651 of which were earned during the second quarters of 2003 and 2002,
respectively. Rental revenues were higher during the quarter and six months
ended June 30, 2002 as compared to the same periods of 2003, because during
2002, the Partnership received payment and recognized as income past due rents
of approximately $522,800 relating to two Properties, which were formerly leased
by Phoenix Restaurant Group, Inc. ("PRG"). In October 2001, PRG filed for
bankruptcy and the Partnership stopped recording rental revenues relating to
these two Properties. During 2002, the bankruptcy court assigned the two leases
relating to these two Properties to new tenants and all other lease terms
remained the same. One of the new tenants, CherryDen, LLC, is a Delaware limited
liability company and an affiliate of the general partners. The decrease was
partially offset by the fact that during the quarter and six months ended June
30, 2003, the Partnership earned rental revenues as a result of the reinvestment
of sales proceeds from the 2002 sale of the Property in Rancho Cordova,
California in a Property in Austin, Texas in June 2002.
The Partnership also earned $161,790 attributable to net income earned
by joint ventures during the six months ended June 30, 2003, as compared to
$150,801 during the same period of 2002, $80,656 and $75,646 of which were
earned during the quarters ended June 30, 2003 and 2002, respectively. Net
income earned by joint ventures was higher during the quarter and six months
ended June 30, 2003, as compared to the same periods of 2002, because in June
2002, the Partnership reinvested a portion of the net sales proceeds from the
2002 sale of the Property in Mesquite, Texas in a joint venture arrangement,
Arlington Joint Venture, with CNL Income Fund VII, Ltd., a Florida limited
partnership and an affiliate of the general partners.
The Partnership earned $1,650 in interest and other income during the
six months ended June 30, 2003, as compared to $80,976 during the same period of
2002, $1,302 and $72,023 of which were earned during the second quarters of 2003
and 2002, respectively. Interest and other income was higher during the quarter
and six months ended June 30, 2002, because the Partnership received
reimbursement of property expenditures that were incurred in previous years
relating to vacant Properties.
Operating expenses, including depreciation and amortization expense,
were $435,275 during the six months ended June 30, 2003, as compared to $465,422
during the same period of 2002, $196,822 and $242,506 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. Operating
expenses were lower during the quarter and six months ended June 30, 2003,
because the Partnership did not incur Property expenses relating to the two
former PRG Properties, as described above, after they were assigned to new
tenants. In addition, operating expenses were lower during the quarter and six
months ended June 30, 2003, due to a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties. The
decrease in operating expenses during the six months ended June 30, 2003, was
partially offset by an increase in state tax expense relating to several states
in which the Partnership conducts business and an increase in depreciation
expense resulting from the 2002 acquisition of the Property in Austin, Texas.
During the year ended December 31, 2002, the Partnership identified for
sale four Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized a net rental loss
(rental revenues less Property related expenses) of $7,242 and $3,407 during the
quarter and six months ended June 30, 2002, respectively, relating to these four
Properties. The Partnership sold the Property in Mesquite, Texas during the six
months ended June 30, 2002. Because the Partnership had recorded provisions for
write-down of assets in previous years, no gain or loss was recorded during the
six months ended June 30, 2002 relating to the sale of the Property in Mesquite,
Texas. In June 2002, the Partnership sold the Property in Rancho Cordova,
California and recorded a gain on disposal of discontinued operations of
approximately $402,600 during the quarter and six months ended June 30, 2002.
The Partnership recorded a provision for write-down of assets of approximately
$20,300 relating to the Property in Bucyrus, Ohio during the quarter and six
months ended June 30, 2002. The provision represented the difference between the
Property's net carrying value and its estimated fair value. The Partnership sold
this Property in August 2002. In February 2003, the Partnership sold the fourth
Property, located in Salina, Kansas, and recorded a gain on disposal of assets
of approximately $1,000. The Partnership had recorded provisions for write-down
of assets in previous years relating to this Property. The Partnership
recognized a net rental loss of $947 during the 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.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XVI, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-69968-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XVI, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-69968-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XVI, Ltd. (Included
as Exhibit 4.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30,
1995, and incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XVI,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with
the Securities and Exchange Commission on March 30,
1995, and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with
the Securities and Exchange Commission on April 1,
1996, and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2001, and
incorporated herein by reference).
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc.
(Included as Exhibit 10.5 to Form 10-Q filed with
the Securities and Exchange Commission on August 13,
2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to Rule 13a-14 as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to Rule 13a-14 as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 5th day of August, 2003.
CNL INCOME FUND XVI, 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 XVI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968-01 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVI, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968-01 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVI, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on March 30, 1995, and incorporated herein
by reference.)
10.1 Management Agreement between CNL Income Fund XVI, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 30, 1995, and incorporated herein
by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
Exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2001, and
incorporated herein by reference).
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2002, and
incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2