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
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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 10
Part II
Other Information 11-12
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 22,796,968 $ 23,139,769
Net investment in direct financing leases 2,616,991 2,662,948
Real estate held for sale 1,600,868 1,776,684
Investment in joint ventures 3,433,906 3,446,648
Cash and cash equivalents 1,378,101 1,343,836
Receivables, less allowance for doubtful accounts
of $58,582 and $63,752, respectively -- 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 1,678,465 1,549,115
Other assets 42,003 32,038
------------------- -------------------
$ 33,552,512 $ 34,019,581
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 12,912 3,505
Real estate taxes payable 9,979 10,502
Distributions payable 900,000 900,000
Due to related parties 21,343 18,292
Rents paid in advance and deposits 116,979 97,342
------------------- -------------------
Total liabilities 1,061,213 1,029,641
Commitment (Note 4)
Partners' capital 32,491,299 32,989,940
------------------- -------------------
$ 33,552,512 $ 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
-------------- ------------ -------------- -------------
Revenues:
Rental income from operating leases $ 744,395 $ 746,903 $2,222,311 $2,665,545
Earned income from direct financing leases 74,731 85,675 220,187 236,488
Contingent rental income 1,637 -- 2,779 441
Interest and other income 216 4,139 1,866 85,115
-------------- ------------ -------------- -------------
820,979 836,717 2,447,143 2,987,589
-------------- ------------ -------------- -------------
Expenses:
General operating and administrative 59,436 61,689 197,197 208,312
Property related 6,083 6,007 12,144 41,978
Management fees to related parties 9,313 8,028 27,752 31,889
State and other taxes 1,883 -- 27,761 19,699
Depreciation and amortization 116,944 114,808 344,952 333,001
-------------- ------------ -------------- -------------
193,659 190,532 609,806 634,879
-------------- ------------ -------------- -------------
Income Before Equity in Earnings of Joint Ventures 627,320 646,185 1,837,337 2,352,710
Equity in Earnings of Joint Ventures 80,438 81,698 242,228 232,499
-------------- ------------ -------------- -------------
Income from Continuing Operations 707,758 727,883 2,079,565 2,585,209
-------------- ------------ -------------- -------------
Discontinued Operations:
Income from discontinued operations 44,451 25,992 120,802 77,674
Gain (loss) on disposal of discontinued operations -- (6,251 ) 992 396,382
-------------- ------------ -------------- -------------
44,451 19,741 121,794 474,056
-------------- ------------ -------------- -------------
Net Income $ 752,209 $ 747,624 $2,201,359 $3,059,265
============== ============ ============== =============
Income Per Limited Partner Unit:
Continuing Operations $ 0.16 $ 0.16 $ 0.46 $ 0.57
Discontinued Operations 0.01 0.01 0.03 0.11
-------------- ------------ -------------- -------------
$ 0.17 $ 0.17 $ 0.49 $ 0.68
============== ============ ============== =============
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
Nine Months Ended Year Ended
September 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 2,201,359 3,297,328
Distributions ($0.60 and $0.80 per limited
partner unit, respectively) (2,700,000 ) (3,600,000 )
--------------------- ------------------
32,331,282 32,829,923
--------------------- ------------------
Total partners' capital $ 32,491,299 $ 32,989,940
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2003 2002
----------------- -----------------
Net Cash Provided by Operating Activities $ 2,579,773 $ 3,025,652
----------------- -----------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,406,745 )
Proceeds from sale of assets 154,492 1,918,641
Investment in joint ventures -- (221,404 )
----------------- -----------------
Net cash provided by investing activities 154,492 290,492
----------------- -----------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,700,000 ) (2,700,000 )
----------------- -----------------
Net cash used in financing activities (2,700,000 ) (2,700,000 )
----------------- -----------------
Net Increase in Cash and Cash Equivalents 34,265 616,144
Cash and Cash Equivalents at Beginning of Period 1,343,836 774,673
----------------- -----------------
Cash and Cash Equivalents at End of Period $ 1,378,101 $ 1,390,817
================= =================
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 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 XVI, Ltd. (the "Partnership") for the year ended December
31, 2002.
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.
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 Nine Months Ended September 30, 2003 and 2002
3. Discontinued Operations
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 sold three of
these properties during 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. In August 2003, the
Partnership identified for sale one additional property, located in
Independence, Missouri, that was also classified as Discontinued
Operations in the accompanying financial statements. The Partnership
reclassified the asset relating to this Property from real estate
properties with operating leases to real estate held for sale. The
reclassified asset was recorded at the lower of its carrying amount or
fair value, less cost to sell. The Partnership had recorded provisions
for write-down of assets in previous periods, relating to two of the
four sold properties, including approximately $20,300 during the nine
months ended September 30, 2002. The provisions represented the
difference between the Property's net carrying value and its estimated
fair value.
The operating results of the discontinued operations for these
properties are as follows:
Quarter Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
--------------- ------------- ------------- -------------
Rental revenues $ 48,213 $ 48,213 $ 144,639 $ 188,966
Expenses (3,762 ) (22,221 ) (23,837 ) (91,030 )
Provision for write-down of assets -- -- -- (20,262 )
--------------- ------------- ------------- -------------
Income from discontinued
operations $ 44,451 $ 25,992 $ 120,802 $ 77,674
=============== ============= ============= =============
4. Commitment
In August 2003, the Partnership entered into an agreement with the
tenant to sell the property in Independence, Missouri.
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 September 30, 2002,
the Partnership owned 35 Properties directly and six Properties indirectly
through joint venture or tenancy in common arrangements. As of September 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 $2,579,773 and $3,025,652 for the
nine months ended September 30, 2003 and 2002, respectively. The decrease in
cash from operating activities during the nine months ended September 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 nine months ended September 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. The
Partnership had recorded provisions for write-down of assets in previous years
relating to this asset. The Partnership intends to use these proceeds to either
reinvest in an additional Property or pay liabilities of the Partnership as
needed.
At September 30, 2003, the Partnership had $1,378,101 in cash and cash
equivalents, as compared to $1,343,836 at December 31, 2002. At September 30,
2003, these funds were held in demand deposit accounts at commercial banks. The
funds remaining at September 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 nine months ended September 30, 2003, anticipated
future cash from operations, the Partnership declared distributions to limited
partners of $2,700,000 for each of the nine months ended September 30, 2003 and
2002, ($900,000 for each of the quarters ended September 30, 2003 and 2002).
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 $1,061,213 at
September 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.
In August 2003, the Partnership entered into an agreement with the
tenant to sell the Property in Independence, Missouri. As a result, the
Partnership reclassified the assets relating to this Property to real estate
held for sale. As of November 7, 2003, the sale had not occurred.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $2,442,498 during the nine months ended
September 30, 2003, as compared to $2,902,033 during the same period of 2002,
$819,126 and $832,578 of which were earned during the third quarters of 2003 and
2002, respectively. Rental revenues were higher during the nine months ended
September 30, 2002, as compared to the same period 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 nine months ended
September 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 $242,228 attributable to net income earned
by joint ventures during the nine months ended September 30, 2003, as compared
to $232,499 during the same period of 2002, $80,438 and $81,698 of which were
earned during the quarters ended September 30, 2003 and 2002, respectively. Net
income earned by joint ventures was higher during the nine months ended
September 30, 2003, as compared to the same period 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 $1,866 in interest and other income during the
nine months ended September 30, 2003, as compared to $85,115 during the same
period of 2002, $216 and $4,139 of which were earned during the third quarters
of 2003 and 2002, respectively. Interest and other income was higher during the
nine months ended September 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 $609,806 during the nine months ended September 30, 2003, as compared to
$634,879 during the same period of 2002, $193,659 and $190,532 of which were
incurred during the third quarters of 2003 and 2002, respectively. Operating
expenses were lower during the nine months ended September 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 nine months ended September
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 nine months ended September 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 sold three of these
Properties during 2002 and sold the fourth Property in February 2003. In August
2003, the Partnership identified for sale one additional Property, located in
Independence, Missouri, that was also classified as Discontinued Operations in
the accompanying financial statements. The Partnership reclassified the asset
relating to this Property from real estate properties with operating leases to
real estate held for sale. The reclassified asset was recorded at the lower of
its carrying amount or fair value, less cost to sell. As of November 7, 2003,
the sale had not occurred. The Partnership recognized net rental income (rental
revenues less Property related expenses and provision for write-down of assets)
of $25,992 and $77,674 during the quarter and nine months ended September 30,
2002, respectively, relating to these five Properties. The Partnership sold the
Property in Mesquite, Texas in March 2002. Because the Partnership had recorded
provisions for write-down of assets in previous years, no gain or loss was
recorded during the nine months ended September 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 assets of
approximately $402,600. The Partnership sold the Property in Bucyrus, Ohio in
August 2002, and recorded a loss on disposal of assets of approximately $6,300.
The Partnership had recorded provisions for write-down of assets in previous
periods, including approximately $20,300 during the nine months ended September
30, 2002. The provision represented the difference between the Property's net
carrying value and its estimated fair value. The Partnership recognized net
rental income of $120,802 during the nine months ended September 30, 2003
relating to the Properties in Salina, Kansas and Independence, Missouri. In
February 2003, the Partnership sold the Property 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 net rental income of $44,451 during the
quarter ended September 30, 2003, relating to the Property in Independence,
Missouri.
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 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
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 10th day of November, 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