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, 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.
- --------------------------------------------------------------------------------
(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 7-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
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,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 20,986,715 $ 20,714,148
Net investment in direct financing leases 1,946,995 2,580,395
Real estate held for sale 536,290 1,983,257
Investment in joint ventures 5,167,880 4,722,017
Cash and cash equivalents 3,130,341 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
$11,900 and $12,753, respectively 1,838,205 1,707,720
Other assets 29,249 35,149
------------------- -------------------
$ 33,635,675 $ 33,875,474
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 64,950 $ 9,031
Real estate taxes payable 11,167 5,312
Distributions payable 900,000 900,000
Due to related parties 31,159 166,003
Rents paid in advance and deposits 121,655 105,033
------------------- -------------------
Total liabilities 1,128,931 1,185,379
Partners' capital 32,506,744 32,690,095
------------------- -------------------
$ 33,635,675 $ 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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
-------------- ------------ -------------- -------------
Revenues:
Rental income from operating leases $ 700,322 $ 686,228 $ 2,107,948 $ 2,047,841
Earned income from direct financing leases 55,126 74,731 213,543 220,187
Contingent rental income -- 1,637 12,073 2,779
Interest and other income 150 216 66,250 1,866
-------------- ------------ -------------- -------------
755,598 762,812 2,399,814 2,272,673
-------------- ------------ -------------- -------------
Expenses:
General operating and administrative 107,502 59,510 308,410 197,197
Property related 2,200 5,733 9,198 11,791
Management fees to related party 8,827 9,313 27,200 27,752
State and other taxes 214 1,883 35,424 27,761
Depreciation 108,264 103,408 322,520 304,344
-------------- ------------ -------------- -------------
227,007 179,847 702,752 568,845
-------------- ------------ -------------- -------------
Income before equity in earnings of unconsolidated
joint ventures 528,591 582,965 1,697,062 1,703,828
Equity in earnings of unconsolidated joint ventures 127,989 80,438 300,344 242,228
-------------- ------------ -------------- -------------
Income from continuing operations 656,580 663,403 1,997,406 1,946,056
-------------- ------------ -------------- -------------
Discontinued operations:
Income (loss) from discontinued operations (78,685) 88,806 (15,539) 254,311
Gain on disposal of discontinued operations -- -- 534,782 992
-------------- ------------ -------------- -------------
(78,685) 88,806 519,243 255,303
-------------- ------------ -------------- -------------
Net income $ 577,895 $ 752,209 $ 2,516,649 $ 2,201,359
============== ============ ============== =============
Income (loss) per limited partner unit:
Continuing operations $ 0.15 $ 0.15 $ 0.44 $ 0.43
Discontinued operations (0.02) 0.02 0.12 0.06
-------------- ------------ -------------- -------------
$ 0.13 $ 0.17 $ 0.56 $ 0.49
============== ============ ============== =============
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
Nine Months Ended Year Ended
September 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 2,516,649 3,300,155
Distributions ($0.60 and $0.80 per limited
partner unit, respectively) (2,700,000) (3,600,000)
--------------------- ------------------
32,346,727 32,530,078
--------------------- ------------------
Total partners' capital $ 32,506,744 $ 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
Nine Months Ended
September 30,
2004 2003
----------------- -----------------
Net cash provided by operating activities $ 2,386,463 $ 2,579,773
----------------- -----------------
Cash flows from investing activities:
Proceeds from sale of assets 1,898,000 154,492
Investment in joint venture (544,305) --
----------------- -----------------
Net cash provided by investing activities 1,353,695 154,492
----------------- -----------------
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 1,040,158 34,265
Cash and cash equivalents at beginning of period 2,090,183 1,343,836
----------------- -----------------
Cash and cash equivalents at end of period $ 3,130,341 $ 1,378,101
================= =================
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 Nine Months Ended September 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 nine months ended September 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. 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 nine
months ended September 30, 2004, the Partnership funded approximately
$544,300 to pay for construction costs related to this property. The
Partnership owns a 74% interest in this property.
3. 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.
4. 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. In August 2004, the Partnership identified for
sale its property in Charlotte, North Carolina and reclassified the
asset to real estate held for sale. Based on the anticipated sales
proceeds, the Partnership recorded a provision for write-down of assets
of approximately $77,400 during the quarter and nine months ended
September 30, 2004.
5
CNL INCOME FUND XVI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
4. Discontinued Operations - Continued
The following presents the operating results of the discontinued
operations for these properties, along with the properties in Salina,
Kansas and Independence, Missouri that were sold in February and
November 2003, respectively.
Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- -------------- --------------- --------------
Rental revenues $ 15,225 $ 106,380 $ 86,735 $ 319,109
Expenses (16,485) (17,574) (24,849) (64,798)
Provision for write-down of
assets (77,425) -- (77,425) --
------------- -------------- --------------- --------------
Income (loss) from
discontinued operations $ (78,685) $ 88,806 $ (15,539) $ 254,311
============= ============== =============== ==============
5. Merger Transaction
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 merger agreement, if the transaction is
approved, 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 September 30, 2003, we owned 34 Properties
directly and six Properties indirectly through joint venture or tenancy in
common arrangements. As of September 30, 2004, we owned 32 Properties directly
and eight Properties indirectly through joint venture or tenancy in common
arrangements.
Merger Transaction
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 merger agreement, if the transaction is
approved, 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.
Capital Resources
Net cash provided by operating activities was $2,386,463 and $2,579,773
for the nine months ended September 30, 2004 and 2003, respectively. Other
sources and uses of cash included the following during the nine months ended
September 30, 2004.
7
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 nine months ended September 30, 2004, we funded
approximately $544,300 to pay for construction costs and have committed to fund
up to an additional $156,800 for additional construction costs. We own a 74%
interest in this Property.
At September 30, 2004, we had $3,130,341 in cash and cash equivalents,
as compared to $2,090,183 at December 31, 2003. At September 30, 2004, these
funds were held in a demand deposit account at a commercial bank. The increase
in cash and cash equivalents at September 30, 2004 was primarily a result of
holding sales proceeds. The funds remaining at September 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
$2,700,000 for each of the nine months ended September 30, 2004 and 2003
($900,000 for each of the quarters ended September 30, 2004 and 2003). This
represents distributions of $0.60 per unit for each of the nine months ended
September 30, 2004 and 2003 ($0.20 for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended September 30, 2004 and 2003. No amounts distributed to the limited
partners for the nine months ended September 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.
Total liabilities, including distributions payable, were $1,128,931 at
September 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 $2,321,491 during the
nine months ended September 30, 2004, as compared to $2,268,028 during the same
period of 2003, $755,448 and $760,959 of which were earned during the third
quarters of 2004 and 2003, respectively. Rental revenues from continuing
operations were higher during the nine months ended September 30, 2004 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.
8
We earned $1,637 and $2,779 in contingent rental income during the
quarter and nine months ended September 30, 2003, respectively, as compared to
$12,073 during the nine months ended September 30, 2004. The increase in
contingent rental income during the nine months ended September 30, 2004, was
due to an increase in reported gross sales of certain restaurants with leases
that require the payment of contingent rents.
We earned $300,344 attributable to net income earned by unconsolidated
joint ventures during the nine months ended September 30, 2004, as compared to
$242,228 during the same period of 2003, $127,989 and $80,438 of which were
earned during the third quarters of 2004 and 2003, respectively. Net income
earned by unconsolidated joint ventures was higher during the quarter and nine
months ended September 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. In addition, 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, for which rental payments commenced during the
third quarter of 2004. We own a 74% interest in this Property.
We earned $66,250 in interest and other income during the nine months
ended September 30, 2004, as compared to $1,866 during the same period of 2004,
$150 and $216 of which were earned during the third quarters of 2004 and 2003,
respectively. Interest and other income was higher during the nine months ended
September 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 expense, were $702,752
during the nine months ended September 30, 2004, as compared to $568,845 during
the same period of 2003, $227,007 and $179,847 of which were incurred during the
third quarters of 2004 and 2003, respectively. The increase in operating
expenses during the quarter and nine months ended September 30, 2004 was due to
incurring additional general operating and administrative expenses, including,
primarily, legal fees incurred in connection with the merger transaction
described above. Operating expenses were also higher during the nine months
ended September 30, 2004, because of an increase in the amount of state tax
expense relating to several states in which we conduct business and an increase
in depreciation expense.
We recognized income from discontinued operations (rental revenues less
property related expenses and provision for write-down of assets) of $254,311
during the nine months ended September 30, 2003, relating to the Properties in
Salina, Kansas; Independence, Missouri; Fort Collins, Colorado; and Charlotte,
North Carolina. 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. During the quarter ended September 30, 2003 we recognized
income from discontinued operations of $88,806 relating to the Properties in
Independence, Missouri; Fort Collins, Colorado; and Charlotte, North Carolina.
We sold the Independence, Missouri Property in November 2003. We recognized a
loss from discontinued operations of $15,539 during the nine months ended
September 30, 2004, relating to the Properties in Fort Collins, Colorado and
Charlotte, North Carolina. The net loss was caused by a provision for write-down
of assets relating to the Charlotte, North Carolina Property. We identified this
Property for sale in August 2004, and based on the anticipated sales proceeds
recognized a provision for write-down of assets of approximately $77,400 during
the quarter and nine months ended September 30, 2004. We sold the Fort Collins,
Colorado Property in March 2004 and recorded a gain on disposal of discontinued
operations of approximately $534,800. We recognized a loss from discontinued
operations of $78,685 during the quarter ended September 30, 2004 relating to
the Property in Charlotte, North Carolina. As of November 5, 2004, the sale of
this Property had not occurred.
9
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.
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.
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. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
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
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XVI, LLC, and CNL
Income Fund XVI, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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.)
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 10th day of November 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
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XVI, LLC, and CNL
Income Fund XVI, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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