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, 2004
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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.
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(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 9-10
Part II
Other Information 11-12
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 21,696,502 $ 21,322,602
Net investment in direct financing leases 1,959,574 2,580,395
Real estate held for sale -- 1,363,218
Investment in joint ventures 4,998,153 4,722,017
Cash and cash equivalents 3,405,085 2,090,183
Receivables, less allowance for doubtful accounts
of $75,006 in 2003 -- 36,470
Due from related parties -- 6,135
Accrued rental income, less allowance for doubtful accounts of
$12,185 and $12,753, respectively 1,808,024 1,719,305
Other assets 43,617 35,149
------------------ ------------------
$ 33,910,955 $ 33,875,474
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 25,896 $ 9,031
Real estate taxes payable 7,375 5,312
Distributions payable 900,000 900,000
Due to related parties 27,180 166,003
Rents paid in advance and deposits 121,655 105,033
------------------ ------------------
Total liabilities 1,082,106 1,185,379
Partners' capital 32,828,849 32,690,095
------------------ ------------------
$ 33,910,955 $ 33,875,474
================== ==================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 735,665 $ 696,794 $ 1,438,885 $ 1,392,844
Earned income from direct financing leases 84,737 72,293 158,417 145,456
Contingent rental income 4,304 1,142 12,073 1,142
Interest and other income 64,954 1,302 66,100 1,650
-------------- -------------- -------------- --------------
889,660 771,531 1,675,475 1,541,092
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 105,082 62,811 200,908 137,687
Property related 6,998 2,213 6,998 6,061
Management fees to related party 8,879 9,210 18,373 18,439
State and other taxes 2,785 -- 35,210 25,878
Depreciation and amortization 112,446 103,670 222,620 209,300
-------------- -------------- -------------- --------------
236,190 177,904 484,109 397,365
-------------- -------------- -------------- --------------
Income before equity in earnings of unconsolidated
joint ventures 653,470 593,627 1,191,366 1,143,727
Equity in earnings of unconsolidated joint ventures 86,326 80,656 172,355 161,790
-------------- -------------- -------------- --------------
Income from continuing operations 739,796 674,283 1,363,721 1,305,517
-------------- -------------- -------------- --------------
Discontinued operations:
Income from discontinued operations -- 71,831 40,251 142,641
Gain on disposal of discontinued operations -- -- 534,782 992
-------------- -------------- -------------- --------------
-- 71,831 575,033 143,633
-------------- -------------- -------------- --------------
Net income $ 739,796 $ 746,114 $ 1,938,754 $ 1,449,150
============== ============== ============== ==============
Income per limited partner unit:
Continuing operations $ 0.16 $ 0.15 $ 0.30 $ 0.29
Discontinued operations -- 0.02 0.13 0.03
-------------- -------------- -------------- --------------
$ 0.16 $ 0.17 $ 0.43 $ 0.32
============== ============== ============== ==============
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.
2
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
------------------ ------------------
General partners:
Beginning balance $ 160,017 $ 160,017
Net income -- --
------------------ ------------------
160,017 160,017
------------------ ------------------
Limited partners:
Beginning balance 32,530,078 32,829,923
Net income 1,938,754 3,300,155
Distributions ($0.40 and $0.80 per limited
partner unit, respectively) (1,800,000) (3,600,000)
------------------ ------------------
32,668,832 32,530,078
------------------ ------------------
Total partners' capital $ 32,828,849 $ 32,690,095
================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
----------------- -----------------
Net cash provided by operating activities $ 1,574,977 $ 1,715,630
----------------- -----------------
Cash flows from investing activities:
Proceeds from sale of assets 1,898,000 154,492
Investment in joint venture (358,075) --
----------------- -----------------
Net cash provided by investing activities 1,539,925 154,492
----------------- -----------------
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 1,314,902 70,122
Cash and cash equivalents at beginning of period 2,090,183 1,343,836
----------------- -----------------
Cash and cash equivalents at end of period $ 3,405,085 $ 1,413,958
================= =================
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.
4
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended March 30, 2004 and 2003
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, 2004 may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, 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, 2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership adopted FIN 46R during the quarter ended March 31,
2004. The Partnership was not the primary beneficiary of a variable
interest entity at the time of adoption of FIN 46R, therefore the
adoption had no effect on the balance sheet, partners' capital or net
income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Investment in Joint Venture
During 2003, the Partnership acquired a property in Hoover, Alabama
with CNL Income Fund XI, Ltd., as tenants-in-common. During the six
months ended June 30, 2004, the Partnership funded approximately
$358,100 to pay for construction costs related to this property. The
Partnership owns a 74% interest in this property.
4. Net Investment in Direct Financing Leases
During 2004, the lease relating to the property in Moab, Utah was
amended. As a result, the Partnership reclassified the asset from net
investment in direct financing leases to real estate properties with
operating leases.
5
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
5. Discontinued Operations
In March 2004, the Partnership sold the property in Fort Collins,
Colorado to a third party and received net sales proceeds of $1,898,000
resulting in a gain on disposal of discontinued operations of
approximately $534,800.
The following presents the operating results of the discontinued
operations for this property, along with the properties in Salina,
Kansas and Independence, Missouri that were sold in February and
November 2003, respectively.
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ -- $ 90,749 $ 40,251 $ 181,498
Expenses -- (18,918) -- (38,857)
-------------- -------------- -------------- --------------
Income from discontinued
operations $ -- $ 71,831 $ 40,251 $ 142,641
============== ============== ============== ==============
6. Subsequent Event
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $42.98 million, consisting of
approximately $35.94 million in cash and approximately $7.04 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $121,000 consisting
of approximately $101,000 in cash and approximately $20,000 in
preferred stock.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XVI, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") 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, 2003, we owned 34 Properties directly
and six Properties indirectly through joint venture or tenancy in common
arrangements. As of June 30, 2004, we owned 32 Properties directly and eight
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $1,574,977 and $1,715,630
for the six months ended June 30, 2004 and 2003, respectively. Other sources and
uses of cash included the following during the six months ended June 30, 2004.
In February 2004, we sold the Property in Fort Collins, Colorado, to a
third party and received net sales proceeds of $1,898,000, resulting in a gain
on disposal of discontinued operations of approximately $534,800. We intend to
reinvest these proceeds in an additional Property or to pay liabilities as
needed.
During 2003, we reinvested a portion of prior year sales proceeds in a
Property in Hoover, Alabama with CNL Income Fund XI, Ltd., as tenants-in-common.
In 2003, we contributed approximately $926,900 to acquire the land for this
Property. During the six months ended June 30, 2004, we funded approximately
$358,100 to pay for construction costs and have committed to fund up to an
additional $343,000 for additional construction costs. We own a 74% interest in
this Property.
At June 30, 2004, we had $3,405,085 in cash and cash equivalents, as
compared to $2,090,183 at December 31, 2003. At June 30, 2004, these funds were
held in a demand deposit account at a commercial bank. The increase in cash and
cash equivalents at June 30, 2004 was primarily a result of holding sales
proceeds. The funds remaining at June 30, 2004, after the payment of
distributions and other liabilities, may be used to invest in additional
Properties, to fund additional construction costs, and to meet our working
capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will generate net cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions or loans if they deem it appropriate in
connection with our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to limited partners of
$1,800,000 for each of the six months ended June 30, 2004 and 2003 ($900,000 for
each of the quarters ended June 30, 2004 and 2003). This represents
distributions of $0.40 per unit for each of the six months ended June 30, 2004
and 2003 ($0.20 for each applicable quarter). No distributions were made to the
general partners for the quarters and six months ended June 30, 2004 and 2003.
No amounts distributed to the limited partners for the six months ended June 30,
2004 and 2003 are required to be or have been treated as a return of capital for
purposes of calculating the limited partners' return on their adjusted capital
contributions. We intend to continue to make distributions of cash to the
limited partners on a quarterly basis.
7
Total liabilities, including distributions payable, were $1,082,106 at
June 30, 2004, as compared to $1,185,379 at December 31, 2003. The decrease in
total liabilities was due to a decrease in amounts due to related parties and
was offset by an increase in accounts payable and accrued expenses and rents
paid in advance and deposits. The general partners believe that we have
sufficient cash on hand to meet our current working capital needs.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $1,597,302 during the
six months ended June 30, 2004, as compared to $1,538,300 during the same period
of 2003, $820,402 and $769,087 of which were earned during the second quarters
of 2004 and 2003, respectively. Rental revenues from continuing operations were
higher during the quarter and six months ended June 30, 2004 in part because we
collected and recognized as income a portion of rent deferrals from prior years
relating to the Properties in Silver City, New Mexico and Copperas Cove, Texas.
Based on reported gross sales of the restaurants with leases that
require the payment of contingent rental income we earned $4,304 and $12,073 in
contingent rental income during the quarter and six months ended June 30, 2004,
respectively, as compared to $1,142 during the quarter and six months ended June
30, 2003.
We earned $172,355 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to
$161,790 during the same period of 2003, $86,326 and $80,656 of which were
earned during the second quarters of 2004 and 2003, respectively. Net income
earned by unconsolidated joint ventures was higher during the quarter and six
months ended June 30, 2004 because in November 2003, we reinvested sales
proceeds from 2003 sales in a Property in Dalton, Georgia, with CNL Income Fund
VI, Ltd., CNL Income Fund XI, Ltd., and CNL Income Fund XV, Ltd., as
tenants-in-common. Each of the CNL Income Funds is a Florida limited partnership
and an affiliate of the general partners. We own a 20% interest in the profits
and losses of the Property.
We earned $66,100 in interest and other income during the six months
ended June 30, 2004, as compared to $1,650 during the same period of 2004,
$64,954 and $1,302 of which were earned during the second quarters of 2004 and
2003, respectively. Interest and other income was higher during the quarter and
six months ended June 30, 2004 because we received reimbursement of property
expenditures that were incurred in previous years relating to vacant Properties.
The former tenant reimbursed these amounts as a result of its 1998 bankruptcy
proceedings. In addition, interest and other income was higher because we
collected and recognized as income approximately $20,000 relating to a
right-of-way taking for a parcel of land on the Branson, Missouri Property.
Operating expenses, including depreciation and amortization expense,
were $484,109 during the six months ended June 30, 2004, as compared to $397,365
during the same period of 2003, $236,190 and $177,904 of which were incurred
during the second quarters of 2004 and 2003, respectively. The increase in
operating expenses during the quarter and six months ended June 30, 2004 was
partially due to additional general operating and administrative expenses,
including legal fees, and an increase in the amount of state tax expense
relating to several states in which we conduct business.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $71,831 and $142,641 during the quarter and six
months ended June 30, 2003, respectively, relating to the Properties in Salina,
Kansas; Independence, Missouri; and Fort Collins, Colorado. We sold the Salina,
Kansas Property in February 2003 and recorded a gain on disposal of discontinued
operations of approximately $1,000. We had recorded provisions for write-down of
assets in previous years relating to this Property. We sold the Independence,
Missouri Property in November 2003. We recognized income from discontinued
operations of $40,251 during the six months ended June 30, 2004, relating to the
Property in Fort Collins, Colorado. We sold this Property in March 2004 and
recorded a gain on disposal of discontinued operations of approximately
8
$534,800. In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. We adopted FIN 46R during the quarter ended March
31, 2004. We were not the primary beneficiary of a variable interest entity at
the time of adoption of FIN 46R, therefore the adoption had no effect on the
balance sheet, partners' capital or net income.
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $42.98 million, consisting of approximately
$35.94 million in cash and approximately $7.04 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $121,000 consisting of approximately $101,000 in cash and
approximately $20,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
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 our
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 our 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.
9
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.
10
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.)
11
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, 2004.
12
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 9th day of August 2004.
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