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, 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
0-24095
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CNL Income Fund XVIII, Ltd.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3295394
- --------------------------------------- --------------------------------
(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
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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
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 8
Item 4. Controls and Procedures 8
Part II
Other Information 9-10
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 17,272,448 $ 17,359,472
Net investment in direct financing leases 2,317,771 2,329,447
Investment in joint ventures 2,788,847 2,794,538
Cash and cash equivalents 1,460,180 1,649,020
Receivables, less allowance for doubtful
accounts of $329,379 and $260,198, respectively 14,285 18,003
Accrued rental income 558,072 547,405
Other assets 39,024 33,355
------------------ ------------------
$ 24,450,627 $ 24,731,240
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 30,699 $ 4,955
Real estate taxes payable 9,620 13,600
Distributions payable 700,000 700,000
Due to related parties 76,262 64,833
Rents paid in advance 43,687 43,687
Deferred rental income 4,229 4,309
------------------ ------------------
Total liabilities 864,497 831,384
Minority interest 258,953 258,739
Partners' capital 23,327,177 23,641,117
------------------ ------------------
$ 24,450,627 $ 24,731,240
================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Revenues:
Rental income from operating leases $ 470,366 $ 489,447
Earned income from direct financing leases 57,483 47,811
Interest and other income -- 5,892
-------------- ---------------
527,849 543,150
-------------- ---------------
Expenses:
General operating and administrative 67,887 56,205
Property related 13,023 13,999
Management fees to related party 6,279 5,708
State and other taxes 28,539 7,425
Depreciation and amortization 87,828 87,828
-------------- ---------------
203,556 171,165
-------------- ---------------
Income before minority interest and equity in earnings of
unconsolidated joint ventures 324,293 371,985
Minority interest (6,653) (6,723)
Equity in earnings of unconsolidated joint ventures 68,420 68,742
-------------- ---------------
Income from continuing operations 386,060 434,004
Discontinued operations:
Income from discontinued operations -- 35,237
-------------- ---------------
Net income $ 386,060 $ 469,241
============== ===============
Income per limited partner unit:
Continuing operations $ 0.11 $ 0.12
Discontinued operations -- 0.01
-------------- ---------------
$ 0.11 $ 0.13
============== ===============
Weighted average number of limited partner
units outstanding 3,500,000 3,500,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- -------------------
General partners:
Beginning balance $ (5,319) $ (5,319)
Net income -- --
------------------- -------------------
(5,319) (5,319)
------------------- -------------------
Limited partners:
Beginning balance 23,646,436 24,252,206
Net income 386,060 2,194,230
Distributions ($0.20 and $0.80 per
limited partner unit, respectively) (700,000) (2,800,000)
------------------- -------------------
23,332,496 23,646,436
------------------- -------------------
Total partners' capital $ 23,327,177 $ 23,641,117
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
--------------- --------------
Net cash provided by operating activities $ 517,599 $ 592,876
--------------- --------------
Cash flows from financing activities:
Proceeds from loan from corporate general partner -- 200,000
Repayment of loan from corporate general partner -- (200,000)
Distributions to limited partners (700,000) (700,000)
Distribution to holder of minority interest (6,439) (6,240)
--------------- --------------
Net cash used in financing activities (706,439) (706,240)
--------------- --------------
Net decrease in cash and cash equivalents (188,840) (113,364)
Cash and cash equivalents at beginning of quarter 1,649,020 430,753
--------------- --------------
Cash and cash equivalents at end of quarter $ 1,460,180 $ 317,389
=============== ==============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of quarter $ 700,000 $ 700,000
=============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 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 ended March 31, 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 XVIII, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 57.2% interest in Portsmouth Joint
Venture using the consolidation method. Minority interest represents
the minority joint venture partner's proportionate share of the equity
in the joint venture. All significant intercompany accounts and
transactions have been eliminated.
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. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of a certain previously
unconsolidated joint venture. FIN 46R does not require, but does permit
restatement of previously issued financial statements. The Partnership
has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund XVIII, 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 restaurants, as well as land upon which restaurants were to be
constructed (collectively, the "Properties"), which are leased primarily to
operators of selected national and regional fast-food, family-style and casual
dining restaurant chains. The leases generally are triple-net leases, with the
lessees responsible for all repairs and maintenance, property taxes, insurance
and utilities. As of March 31, 2003, the Partnership owned 18 Properties
directly and five Properties indirectly through joint venture or tenancy in
common arrangements. As of March 31, 2004, the Partnership owned 17 Properties
directly and five Properties indirectly through joint venture or tenancy in
common arrangements.
Capital Resources
Net cash provided by operating activities was $517,599 and $592,876
for the quarters ended March 31, 2004 and 2003, respectively. The decrease in
net cash provided by operating activities during the quarter ended March 31,
2004, was a result of changes in the Partnership's working capital, such as the
timing of transactions relating to the collection of receivables and the payment
of expenses, and changes in income and expenses, such as changes in rental
revenues and changes in operating and property related expenses.
At March 31, 2004, the Partnership had $1,460,180 in cash and cash
equivalents, as compared to $1,649,020 at December 31, 2003. At March 31, 2004,
these funds were held in demand deposits account at a commercial bank. The funds
remaining at March 31, 2004, after the payment of distributions and other
liabilities, will be used to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that generally 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 and loans if they deem it appropriate in
connection with the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, and for the
quarter ended March 31, 2004, a portion of the sales proceeds from a 2003 sale,
and for the quarter ended March 31, 2003, a loan from the corporate general
partner, the Partnership declared distributions to limited partners of $700,000
for each of the quarters ended March 31, 2004 and 2003. This represents
distributions of $0.20 per unit for each of the quarters ended March 31, 2004
and 2003. No distributions were made to the general partners for the quarters
ended March 31, 2004 and 2003. No amounts distributed to the limited partners
for the quarters ended March 31, 2004 and 2003 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. If the general
partners do not elect to make additional capital contributions or loans to the
Partnership, the Partnership may consider lowering the distribution rate.
Total liabilities, including distributions payable, were $864,497 at
March 31, 2004, as compared to $831,384 at December 31, 2003. The general
partners believe that the Partnership has sufficient cash on hand to meet its
current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations were $527,849 during the
quarter ended March 31, 2004, as compared to $537,258 during the same period of
2003. The decrease in rental revenues from continuing operations was partially a
result of the fact that in February 2004, American Hospitality Concepts, Inc.,
the parent company of Ground Round, Inc., filed for Chapter 11 bankruptcy
protection. As a result, the Partnership stopped recording rental revenues
relating to the one lease Ground Round, Inc. has with the Partnership. In April
2004, the tenant rejected the lease. The lost revenues will have an adverse
effect on the results of operations if the Partnership is not able to re-lease
the Property in a timely manner.
In March 2004, the Partnership entered into an agreement, effective
January 2004, to provide temporary and partial rent deferral to a tenant who is
experiencing liquidity difficulties. The Partnership anticipates that deferring
a portion of monthly rent through December 2004 on the one lease the tenant has
with the Partnership will provide the necessary relief to the tenant. Rental
payment terms revert to the original terms beginning in January 2005. Repayment
of the deferred amounts is secured by letters of credit and scheduled to begin
in January 2005 and continue for 60 months. The general partners do not believe
that this temporary decline in cash flows will have a material adverse effect on
the operating results of the Partnership.
The decrease was partially offset by the fact that subsequent to March
2003, the Partnership began receiving partial payments of past due rents
relating to the Property in Stow, Ohio. The Partnership stopped recording rental
revenues relating to this Property when the tenant experienced financial
difficulties during 2002. In September 2003, the lease for this Property was
amended to provide a rent deferral for two years equal to 50% of monthly rent.
Interest only payments on the deferred amounts are due in quarterly installments
with all accrued and unpaid interest and principal amounts due in September
2005. All other lease terms remained unchanged. As of May 3, 2004, the
Partnership has continued to receive the reduced rental payments relating to the
Property.
During the quarters ended March 31, 2004 and 2003, the Partnership did
not record rental revenues relating to the Property in Minnetonka, Minnesota
because the tenant rejected the lease in 1998 in connection with the tenant's
bankruptcy proceedings. The lost revenues will continue to have an adverse
effect on the cash from operations and results of operations until the
Partnership is able to resolve the outstanding issues.
In October 2003, Chevy's, Inc., the tenant of the Property in Mesa,
Arizona filed for Chapter 11 bankruptcy protection. While the tenant has neither
rejected nor affirmed the one lease it has with the Partnership, there can be no
assurance that the lease will not be rejected in the future. As of May 3, 2004,
the Partnership has received the majority of the rental payments relating to
this lease. The lost revenues that would result if the tenant were to reject
this lease will have an adverse effect on the results of operations if the
Partnership is not able to re-lease the Property in a timely manner.
The Partnership earned $68,420 attributable to net income earned by
unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $68,742 during the same period of 2003. These amounts remained
constant, because there were no changes in the leased Property portfolio owned
by the joint ventures and the tenancies in common.
The Partnership earned $5,892 in interest and other income during the
quarter ended March 31, 2003. No such amounts were earned during the quarter
ended March 31, 2004. Interest and other income during 2003 included $5,000
relating to a right-of-way taking for a parcel of land on the San Antonio, Texas
Property.
Operating expenses, including depreciation and amortization expense,
were $203,556 during the quarter ended March 31, 2004, as compared to $171,165
during the same period of 2003. Operating expenses were higher during the
quarter ended March 31, 2004 due to an increase in state tax expense relating to
several states in which the Partnership conducts business and due the
Partnership incurring additional general operating and administrative expenses,
including legal fees.
During the quarters ended March 31, 2004 and 2003, the Partnership
incurred property related expenses such as insurance, repairs and maintenance,
legal fees and real estate taxes relating to the vacant Property in Minnetonka,
Minnesota. The Partnership will continue to incur these expenses until the
Partnership is able to resolve the outstanding issues.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $35,237 relating to the Property in
Destin, Florida during the quarter ended March 31, 2003. The Partnership sold
this Property in June 2003.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
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. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. 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 has adopted FIN 46R as of March 31, 2004, which resulted in the
consolidation of a certain previously unconsolidated joint venture. FIN 46R does
not require, but does permit restatement of previously issued financial
statements. The Partnership has restated prior year's financial statements to
maintain comparability between the periods presented. These restatements had no
effect on 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 the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
**3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XVIII, Ltd. (Filed as Exhibit 3.2 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998-01, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVIII, 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 XVIII, Ltd. (Filed as Exhibit 3.2 to
Registrant's Registration Statement on Form S-11, No.
33-90998-01 and incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVIII, 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.)
**5.1 Opinion of Baker & Hostetler as to the legality of the
securities being registered by CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 5.2 to Amendment No. Three to
the Registrant's Registration Statements on Form S-11,
No. 33-90998, incorporated herein by reference.)
**8.1 Opinion of Baker & Hostetler regarding certain
material tax issues relating to CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 8.1 to Amendment No. Three to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**8.2 Opinion of Baker & Hostetler regarding certain
material issues relating to the Distribution
Reinvestment Plan of CNL Income Fund XVIII, Ltd.
(Filed as Exhibit 8.4 to Amendment No. Three to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**8.3 Amended Opinion of Baker & Hostetler regarding certain
material issues relating to CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 8.5 to Post-Effective Amendment
No. Four 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 XVIII,
Ltd. and CNL Fund Advisors, Inc. (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 20, 1997, and
incorporated herein by reference.)
**10.2 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Filed as
Exhibit 10.2 to Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2001, and
incorporated herein by reference.)
**10.3 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.3 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2002, and
incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 2004.
**previously filed.
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 May, 2004.
CNL INCOME FUND XVIII, 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 XVIII, Ltd. (Filed as Exhibit 3.2 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998-01, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVIII, 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 XVIII, Ltd. (Filed as Exhibit 3.2 to
Registrant's Registration Statement on Form S-11, No.
33-90998-01 and incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVIII, 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.)
**5.1 Opinion of Baker & Hostetler as to the legality of the
securities being registered by CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 5.2 to Amendment No. Three to
the Registrant's Registration Statements on Form S-11,
No. 33-90998, incorporated herein by reference.)
**8.1 Opinion of Baker & Hostetler regarding certain
material tax issues relating to CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 8.1 to Amendment No. Three to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**8.2 Opinion of Baker & Hostetler regarding certain
material issues relating to the Distribution
Reinvestment Plan of CNL Income Fund XVIII, Ltd.
(Filed as Exhibit 8.4 to Amendment No. Three to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**8.3 Amended Opinion of Baker & Hostetler regarding certain
material issues relating to CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 8.5 to Post-Effective Amendment
No. Four 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 XVIII,
Ltd. and CNL Fund Advisors, Inc. (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 20, 1997, and
incorporated herein by reference.)
**10.2 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Filed as
Exhibit 10.2 to Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2001, and
incorporated herein by reference.)
**10.3 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.3 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.)
**previously filed.
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2