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 March 31, 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
0-22485
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CNL Income Fund XVII, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3295393
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ----------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _________
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X
CONTENTS
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9
Part II
Other Information 10-12
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 14,941,434 $ 15,022,053
Net investment in direct financing leases 407,625 410,120
Investment in joint ventures 5,716,427 5,749,285
Cash and cash equivalents 717,408 829,739
Receivables, less allowance for doubtful accounts
of $36,474 in 2003 31,271 37,006
Accrued rental income 511,003 502,962
Other assets 5,538 12,370
------------------ -------------------
$ 22,330,706 $ 22,563,535
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 22,166 $ 3,494
Real estate taxes payable 12,387 13,457
Distributions payable 600,000 600,000
Due to related parties 14,510 26,600
Rents paid in advance 30,000 31,910
Deferred rental income 49,128 49,998
------------------ -------------------
Total liabilities 728,191 725,459
Partners' capital 21,602,515 21,838,076
------------------ -------------------
$ 22,330,706 $ 22,563,535
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2003 2002
---------------- --------------
Revenues:
Rental income from operating leases $ 394,934 $ 411,903
Earned income from direct financing leases 10,922 24,571
Interest and other income 305 16,784
---------------- --------------
406,161 453,258
---------------- --------------
Expenses:
General operating and administrative 56,623 63,892
Property expenses 3,513 5,204
Management fees to related parties 3,702 6,056
State and other taxes 25,246 8,109
Depreciation and amortization 81,672 72,982
---------------- --------------
170,756 156,243
---------------- --------------
Income Before Equity in Earnings of Joint Ventures 235,405 297,015
Equity in Earnings of Joint Ventures 129,034 76,861
---------------- --------------
Income from Continuing Operations 364,439 373,876
---------------- --------------
Discontinued Operations:
Income from discontinued operations -- 52,727
---------------- --------------
Net Income $ 364,439 $ 426,603
================ ==============
Income Per Limited Partner Unit
Continuing operations $ 0.12 $ 0.12
Discontinued operations -- 0.02
---------------- --------------
Total $ 0.12 $ 0.14
================ ==============
Weighted Average Number of Limited Partner
Units Outstanding 3,000,000 3,000,000
================ ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2003 2002
------------------- ------------------
General partners:
Beginning balance $ (4,460 ) $ (4,460 )
Net income -- --
------------------- ------------------
(4,460 ) (4,460 )
------------------- ------------------
Limited partners:
Beginning balance 21,842,536 22,516,424
Net income 364,439 1,726,112
Distributions ($0.20 and $0.80 per limited partner
unit, respectively) (600,000 ) (2,400,000 )
------------------- ------------------
21,606,975 21,842,536
------------------- ------------------
Total partners' capital $ 21,602,515 $ 21,838,076
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2003 2002
--------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 487,669 $ 561,269
--------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of real estate properties -- 771,800
Increase in restricted cash -- (474,512 )
--------------- --------------
Net cash provided by investing activities -- 297,288
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (600,000 ) (600,000 )
--------------- --------------
Net cash used in financing activities (600,000 ) (600,000 )
--------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents (112,331 ) 258,557
Cash and Cash Equivalents at Beginning of Quarter 829,739 673,924
--------------- --------------
Cash and Cash Equivalents at End of Quarter $ 717,408 $ 932,481
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
Quarter $ 600,000 $ 600,000
=============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 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 to a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 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 XVII, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. Consolidation of variable interest entities will provide
more complete information about the resources, obligations, risks and
opportunities of the consolidated company. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements with respect to the
Partnership's unconsolidated joint ventures or properties held with
affiliates of the general partners as tenants-in-common, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Concentration of Credit Risk:
The following schedule presents total rental revenues from individual
lessees, each representing more than ten percent of rental revenues
(including the Partnership's share of rental revenues from the joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners), for each of the quarters ended March 31:
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
3. Concentration of Credit Risk - Continued:
2003 2002
--------------- ---------------
Golden Corral Corporation $ 149,700 $ 149,356
Carrols Corporation and Texas Taco Cabana, LP 82,784 N/A
RTM Indianapolis and RTM Southwest Texas, Inc. 65,950 66,029
National Restaurant Enterprises, Inc. N/A 106,174
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than ten percent
of rental revenues (including the Partnership's share of rental
revenues from the joint ventures and the properties held as
tenants-in-common with affiliates of the general partners), for each of
the quarters ended March 31:
2003 2002
--------------- --------------
Golden Corral Family Steakhouse Restaurants $ 149,700 $ 149,356
Taco Cabana 74,806 N/A
Arby's 70,451 70,441
Burger King N/A 115,436
The information denoted by N/A indicates that for each period
presented, the tenant or group of affiliated tenants, and the chain did
not represent more than ten percent of the Partnership's total rental
revenues.
Although the Partnership's properties have some geographical diversity
in the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any of these lessees or restaurant
chains could significantly impact the results of operations of the
Partnership if the Partnership is not able to re-lease the properties
in a timely manner.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund XVII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on February 10, 1995, 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, to be leased primarily to operators of national and regional
fast-food, family-style and casual dining restaurant chains (collectively, the
"Properties"). The leases generally are triple-net leases, with the lessee
responsible for all repairs and maintenance, property taxes, insurance and
utilities. The Partnership owned 16 and 17 Properties directly as of March 31,
2003 and 2002, respectively. The Partnership owned eleven and nine Properties
indirectly through joint venture or tenancy in common arrangements as of March
31, 2003 and 2002, respectively.
Capital Resources
Cash from operating activities was $487,669 and $561,269 for the
quarters ended March 31, 2003 and 2002, respectively. The decrease in cash from
operating activities for the quarter ended March 31, 2003, as compared to the
quarter ended March 31, 2003, was a result of changes in the Partnership's
working capital and changes in income and expenses.
Cash and cash equivalents of the Partnership decreased to $717,408 at
March 31, 2003, from $829,739 at December 31, 2002. The funds remaining at March
31, 2003, will be used to pay distributions and other liabilities of the
Partnership.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who 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 Partnership's operations.
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 anticipated future cash from operations, the Partnership
declared distributions to limited partners of $600,000 for each of the quarters
ended March 31, 2003 and 2002. This represents distributions for each applicable
quarter of $0.20 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2003 and 2002. No amounts distributed to the
limited partners for the quarters ended March 31, 2003 and 2002, are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
increased to $728,191 at March 31, 2003, from $725,459 at December 31, 2002.
Total liabilities at March 31, 2003, to the extent they exceed cash and cash
equivalents, will be paid from anticipated future cash from operations, or in
the event the general partners elect to make additional capital contributions or
loans, from the future general partners' contributions or loans.
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $405,856 for the quarter ended March 31,
2003 as compared to $436,474 in the same period in 2002. In December 2002,
AmeriKing Corporation, the parent company to National Restaurant Enterprises,
Inc. which is the tenant of the Properties in Harvey, Lyons and Chicago Ridge,
Illinois, filed for bankruptcy protection. The tenant has continued paying rent
for each of these Properties; however, during the quarter ended March 31, 2003,
the Partnership granted a one-time rent reduction of approximately $24,800 to
the tenant of these Properties. While the tenant has neither rejected nor
affirmed the leases, there can be no assurance that they will not be rejected in
the future. The lost revenues that would result if the tenant rejects this lease
will have an adverse effect on the results of operations of the Partnership if
the Partnership is unable to lease the Property in a timely manner.
During the quarters ended March 31, 2003 and 2002, the Partnership
earned $129,034 and $76,861, respectively, attributable to net income earned by
joint ventures. The increase in net income earned by joint ventures during the
quarter ended March 31, 2003, as compared to the same period in 2002, was
primarily attributable to the Partnership investing during 2002 the majority of
the net proceeds from the sales of the Properties in Mesquite, Nevada and
Wilmette, Illinois in Katy Joint Venture and a tenancy in common arrangement for
a Property in Kenosha, Wisconsin, with affiliates of the general partners and
Florida limited partnerships.
During the quarters ended March 31, 2003 and 2002, Ocean Shores Joint
Venture, in which the Partnership owns an approximate 31% interest, did not
record rental revenues because the tenant of the Property owned by this joint
venture experienced financial difficulties and vacated the Property in April
2001. In March 2003, the joint venture executed a termination of the tenant's
lease rights, and the tenant surrendered the premises. The joint venture is
currently seeking a replacement tenant. The lost revenues resulting from the
vacant Property will continue to have an adverse effect on the equity in
earnings of joint ventures until the joint venture re-leases the Property.
During the quarter ended March 31, 2003, three lessees of the
Partnership, Golden Corral Corporation, Carrols Corporation and Texas Taco
Cabana, LP (which are affiliated entities under common control) (hereinafter
referred as "Carrols Corporation."), and RTM Indianapolis, Inc. and RTM, and
Southwest Texas, Inc. (which are affiliated entities under common control)
(hereinafter referred as "RTM, Inc."), each contributed more than ten percent of
the Partnership's total rental revenues (including rental revenues from the
Partnership's share of rental income from Properties owned by joint ventures and
Properties owned with separate affiliates of the general partners as
tenants-in-common). It is anticipated that based on the minimum rental payments
required by the leases, these three lessees each will continue to contribute
more than ten percent of the Partnership's total rental revenues. In addition,
three restaurant chains, Golden Corral, Taco Cabana, and Arby's, each accounted
for more than ten percent of the Partnership's total rental revenues during the
quarter ended March 31, 2003 (including rental revenues from the Partnership's
share of rental income from Properties owned by joint ventures and Properties
owned with separate affiliates of the general partners as tenants-in-common). It
is anticipated that each of these three restaurant chains will continue to
contribute more than ten percent of the Partnership's rental revenues to which
the Partnership is entitled under the terms of the leases. Any failure of these
lessees or restaurant chains will a material adverse affect on the Partnership's
cash flow and results of operations if the Partnership is not able to re-lease
or sell the Properties in a timely manner.
During the quarters ended March 31, 2003 and 2002, the Partnership also
earned $305 and $16,784, respectively, in interest and other income. During the
quarter ended March 31 2002, interest and other income were higher as compared
to the same period in 2003 due to the Partnership recognizing as income the
collection of unreimbursed property expenses of approximately $11,200, which
were written-off in previous years.
Operating expenses, including depreciation and amortization expense,
were $170,756 and $156,243 for the quarters ended March 31, 2003 and 2002,
respectively. The increase in operating expenses during 2003 was partially due
to an increase in depreciation expense as a result of a Property acquisition and
the reclassification of the lease relating to the Property in Muncie, Indiana
from direct financing leases to operating leases due to an amendment to the
lease. The increase in operating expenses during the quarter ended March 31,
2003 was also partially due to an increase in the amount of state tax expense
relating to several states in which the Partnership conducts business. The
increase in operating expenses during the quarter ended March 31, 2003, was
partially offset by a decrease in the costs incurred for administrative expenses
for servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold three Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized net rental income
(rental revenues less property expenses) of $52,727 during the quarter ended
March 31, 2002 relating to these Properties. The Partnership sold the Property
in Mesquite, Nevada in March 2002, and the Properties in Knoxville, Tennessee
and Wilmette, Illinois, after the first quarter of 2002. Because the Partnership
recorded provisions for write-down of assets for the Property on Mesquite,
Nevada in previous years, no gain or loss was recognized in March 2002 relating
to this sale.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of variable
interest entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The general
partners believe adoption of this standard may result in either consolidation or
additional disclosure requirements with respect to the Partnership's
unconsolidated joint ventures or properties held with affiliates of the general
partners as tenants-in-common, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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 XVII, Ltd. (Filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 21, 1996, and incorporated herein by reference.)
**4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVII, Ltd. (Filed as Exhibit 3.1 to
Registration Statement No. 33-90998 on Form S-11 and
incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 21, 1996, and incorporated herein by reference.)
**4.3 Form of Agreement between CNL Income Fund XVII, Ltd. and
MMS Escrow and Transfer Agency, Inc. and between CNL Income
Fund XVIII, Ltd. and MMS Escrow and Transfer Agency, Inc.
relating to the Distribution Reinvestment Plans (Filed as
Exhibit 4.4 to the Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated herein by reference.)
**8.3 Opinion of Baker & Hostetler regarding certain material
issues relating to the Distribution Reinvestment Plan of
CNL Income Fund XVII, Ltd. (Filed as Exhibit 8.3 to
Amendment No. Three to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated herein
by reference.)
**10.1 Management Agreement between CNL Income Fund XVII, Ltd. and
CNL Fund Advisors, Inc. (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 21, 1996, and incorporated herein by reference.)
**10.2 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.2 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2001, and incorporated herein by reference.)
**10.3 Form of Joint Venture Agreement for Joint Ventures with
Unaffiliated Entities (Filed as Exhibit 10.2 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.4 Form of Joint Venture Agreement for Joint Ventures with
Affiliated Programs (Filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.5 Form of Development Agreement (Filed as Exhibit 10.5 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.6 Form of Indemnification and Put Agreement (Filed as Exhibit
10.6 to the Registrant's Registration Statement on Form
S-11, No. 33-90998, incorporated herein by reference.)
**10.7 Form of Unconditional Guarantee of Payment and Perfor mance
(Filed as Exhibit 10.7 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated herein
by reference.)
**10.8 Form of Lease Agreement for Existing Restaurant (File d as
Exhibit 10.8 to the Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated herein by reference.)
**10.9 Form of Lease Agreement for Restaurant to be Constructed
(Fil ed as Exhibit 10.9 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated herein
by reference.)
**10.10 Formof Premises Lease for Golden Corral Restaurant (File d
as Exhibit 10.10 to the Registrant's Registration Statement
on Form S-11, No. 33-90998, incorporated herein by
reference.)
**10.11 Formof Agreement between CNL Income Fund XVII, Ltd. and MMS
Escrow and Transfer Agency, Inc. and between CNL Income
Fund XVIII, Ltd. and MMS Escrow and Transfer Agency, Inc.
relating to the Distribution Reinvestment Plans (Filed as
Exhibit 4.4 to the Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated herein by reference.)
**10.12 Formof Cotenancy Agreement with Unaffiliated Entity (Filed
as Exhibit 10.12 to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.13 Formof Cotenancy Agreement with Affiliated Entity (Filed
as Exhibit 10.13 to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.14 Formof Registered Investor Advisor Agreement (Filed as Exh
ibit 10.14 to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.15 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 14, 2002, and incorporated herein by
reference.)
99.1 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.)
99.2 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.) ** previously filed.
** previously filed.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 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 9th day of May, 2003.
CNL INCOME FUND XVII, 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)
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
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund XVII, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ James M. Seneff, Jr.
James M. Seneff, Jr.
Chief Executive Officer
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
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund XVII, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Robert A. Bourne
- --------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
**3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVII, Ltd. (Filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein
by reference.)
**4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVII, Ltd. (Filed as Exhibit 3.1 to
Registration Statement No. 33-90998 on Form S-11 and
incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein
by reference.)
**4.3 Form of Agreement between CNL Income Fund XVII, Ltd.
and MMS Escrow and Transfer Agency, Inc. and between
CNL Income Fund XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution Reinvestment
Plans (Filed as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**8.3 Opinion of Baker & Hostetler regarding certain material
issues relating to the Distribution Reinvestment Plan
of CNL Income Fund XVII, Ltd. (Filed as Exhibit 8.3 to
Amendment No. Three to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.1 Management Agreement between CNL Income Fund XVII, Ltd.
and CNL Fund Advisors, Inc. (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein
by reference.)
**10.2 Assignment of Management Agreement from CNL Fund Advi
sors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.2 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2001, and
incorporated herein by reference.)
**10.3 Form of Joint Venture Agreement for Joint Ventures with
Unaffiliated Entities (Filed as Exhibit 10.2 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.4 Form of Joint Venture Agreement for Joint Ventures with
Affiliated Programs (Filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.5 Form of Development Agreement (Filed as Exhibit 10.5 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**10.6 Form of Indemnification and Put Agreement (Filed as
Exhibit 10.6 to the Registrant's Registration Statement
on Form S-11, No. 33-90998, incorporated herein by
reference.)
**10.7 Form of Unconditional Guarantee of Payment and
Performance (Filed as Exhibit 10.7 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.8 Form of Lease Agreement for Existing Restaurant (Filed
as Exhibit 10.8 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.9 Form of Lease Agreement for Restaurant to be
Constructed (Filed as Exhibit 10.9 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.10 Formof Premises Lease for Golden Corral Restaurant
(Filed as Exhibit 10.10 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.11 Formof Agreement between CNL Income Fund XVII, Ltd. and
MMS Escrow and Transfer Agency, Inc. and between CNL
Income Fund XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution Reinvestment
Plans (Filed as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.12 Formof Cotenancy Agreement with Unaffiliated Entity
(Filed as Exhibit 10.12 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.13 Formof Cotenancy Agreement with Affiliated Entity
(Filed as Exhibit 10.13 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.14 Formof Registered Investor Advisor Agreement (Filed as
Exhibit 10.14 to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.15 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 14, 2002, and
incorporated herein by reference.)
99.1 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.)
99.2 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.)
** previously filed.
EXHIBIT 99.1
EXHIBIT 99.2