FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 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
0-20016
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CNL Income Fund X, Ltd.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3004139
- --------------------------------- -----------------------------
(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
Page
Part I.
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 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
Item 4. Controls and Procedures 11
Part II.
Other Information 12-13
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
--------------- -----------------
ASSETS
Real estate properties with operating leases, net $13,982,977 $ 14,133,871
Net investment in direct financing leases 8,414,498 8,592,987
Investment in joint ventures 4,068,441 4,117,921
Cash and cash equivalents 1,168,814 1,287,619
Receivables 225 47,784
Accrued rental income, less allowance for doubtful accounts of
$4,841 in 2003 and 2002 1,292,966 1,319,652
Other assets 85,916 92,523
--------------- -----------------
$29,013,837 $ 29,592,357
=============== =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 22,472 $ 4,532
Real estate taxes payable 15,629 12,836
Distributions payable 900,001 900,001
Due to related parties 14,750 17,330
Rents paid in advance and deposits 132,006 146,802
--------------- -----------------
Total liabilities 1,084,858 1,081,501
Minority interest 62,063 62,980
Partners' capital 27,866,916 28,447,876
--------------- -----------------
$29,013,837 $ 29,592,357
=============== =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- -------------- ------------- -------------
Revenues:
Rental income from operating leases $ 480,812 $ 451,787 $ 968,026 $ 907,082
Earned income from direct financing leases 226,547 235,698 455,478 473,449
Contingent rental income 8,870 4,941 7,182 30,147
Interest and other income 68 2,605 280 3,637
------------- -------------- ------------- -------------
716,297 695,031 1,430,966 1,414,315
------------- -------------- ------------- -------------
Expenses:
General operating and administrative 67,804 73,508 151,253 162,036
Property related 5,478 15,511 8,187 20,237
State and other taxes 6,734 3,410 49,502 31,076
Depreciation and amortization 76,711 78,553 153,421 145,879
------------- -------------- ------------- -------------
156,727 170,982 362,363 359,228
------------- -------------- ------------- -------------
Income Before Minority Interest in Income of Consolidated
Joint Venture and Equity in Earnings of 559,570 524,049 1,068,603 1,055,087
Unconsolidated Joint Ventures
Minority Interest in Income of Consolidated Joint
Venture (1,986 ) (2,028 ) (4,067 ) (4,065 )
Equity in Earnings of Unconsolidated Joint Ventures 79,616 329,671 154,506 412,104
------------- -------------- ------------- -------------
Income from Continuing Operations 637,200 851,692 1,219,042 1,463,126
------------- -------------- ------------- -------------
Discontinued Operations
Income from discontinued operations -- 16,584 -- 32,116
Gain on disposal of discontinued operations -- 169,412 -- 169,412
------------- -------------- ------------- -------------
-- 185,996 -- 201,528
------------- -------------- ------------- -------------
Net Income $ 637,200 $1,037,688 $1,219,042 $1,664,654
============= ============== ============= =============
Income Per Limited Partner Unit
Continuing operations $ 0.16 $ 0.21 $ 0.30 $ 0.37
Discontinued operations -- 0.05 -- 0.05
------------- -------------- ------------- -------------
$ 0.16 $ 0.26 $ 0.30 $ 0.42
============= ============== ============= =============
Weighted Average Number of Limited Partner
Units Outstanding 4,000,000 4,000,000 4,000,000 4,000,000
============= ============== ============= =============
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 252,935 $ 252,935
Net income -- --
-------------------- ------------------
252,935 252,935
-------------------- ------------------
Limited partners:
Beginning balance 28,194,941 28,767,793
Net income 1,219,042 3,027,152
Distributions ($0.45 and $0.90 per limited partner
unit, respectively) (1,800,002 ) (3,600,004 )
-------------------- ------------------
27,613,981 28,194,941
-------------------- ------------------
Total partners' capital $ 27,866,916 $ 28,447,876
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Month Ended
June 30,
2003 2002
-------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,686,181 $ 1,629,384
-------------- ---------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,281,467 )
Proceeds from sale of assets -- 1,161,056
Investment in joint venture -- (915,171 )
Return of capital from joint venture -- 571,744
-------------- ---------------
Net cash used in investing activities -- (463,838 )
-------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,800,002 ) (1,800,002 )
Distributions to holder of minority interest (4,984 ) (4,415 )
-------------- ---------------
Net cash used in financing activities (1,804,986 ) (1,804,417 )
-------------- ---------------
Net Decrease in Cash and Cash Equivalents (118,805 ) (638,871 )
Cash and Cash Equivalents at Beginning of Period 1,287,619 1,565,888
-------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,168,814 $ 927,017
============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 900,001 $ 900,001
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003, may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund X, Ltd. (the "Partnership") for the year ended December 31,
2002.
The Partnership accounts for its 88.26% interest in Allegan Real Estate
Joint Venture using the consolidation method. Minority interest
represents the minority joint venture partner's proportionate share of
the equity in the Partnership's consolidated joint venture. All
significant intercompany accounts and transactions have been
eliminated.
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. 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, 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.
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Investment in Joint Ventures:
In May 2003, Ocean Shores Joint Venture, in which the Partnership owns
a 69.06% interest, entered into an agreement, with a third party, to
sell its property in Ocean Shores, Washington. As a result, the joint
venture reclassified the asset from real estate property with an
operating lease to real estate held for sale. The reclassified asset
was recorded at the lower of its carrying amount or fair value, less
cost to sell. In addition, the joint venture stopped recording
depreciation once the property was identified for sale. The joint
venture had recorded a provision for write-down of assets in a previous
year relating to this property.
The financial results relating to the property in Ocean Shores,
Washington and the properties sold in 2002 by CNL Restaurant
Investments III and by Ashland Joint Venture, in which the Partnership
owns 50% and 10.51% interests, respectively, are classified as
Discontinued Operations in the condensed financial information
presented below.
CNL Restaurant Investments III owns and leases five properties to
operators of national fast-food restaurants. Ashland Joint Venture,
Williston Real Estate Joint Venture, Ocean Shores Joint Venture, CNL
VIII, X, XII Kokomo Joint Venture and the Partnership and affiliates as
tenants-in-common-in three separate tenancy-in-common arrangements,
each own and lease one property to an operator of national fast-food or
family-style restaurants.
The following presents the combined, condensed financial information
for the unconsolidated joint ventures and the properties held as
tenants-in-common with affiliates at:
June 30, December 31,
2003 2002
----------------- ------------------
Real estate properties with operating leases, net $ 10,963,103 $ 11,096,447
Net investment in direct financing leases 624,906 633,362
Real estate held for sale 374,035 377,303
Cash 47,405 31,871
Receivables, less allowance for doubtful accounts 941 20,476
Accrued rental income 79,333 79,333
Other assets 20,909 27,511
Liabilities 2,370 11,670
Partners' capital 12,108,262 12,254,633
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Investment in Joint Ventures - Continued:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
-------------- ------------- ------------- -------------
Revenues $ 341,028 $ 305,510 $ 681,749 $ 620,615
Expenses (71,986 ) (63,724 ) (177,847 ) (152,510 )
-------------- -------------- ------------- --------------
Income from continuing operations 269,042 241,786 503,902 468,105
-------------- -------------- ------------- --------------
Discontinued operations:
Income (loss) from discontinued
operations (9,068 ) 15,939 (11,718 ) 39,762
Gain on disposal of discontinued
operations -- 872,385 -- 872,385
------------- -------------- ------------- --------------
(9,068 ) 888,324 (11,718 ) 912,147
------------- -------------- ------------- --------------
Net income $ 259,974 $ 1,130,110 $ 492,184 $ 1,380,252
============= ============== ============= ==============
The Partnership recognized income totaling $154,506 and $412,104 during
the six months ended June 30, 2003 and 2002, respectively, from these
joint ventures and the properties held as tenants-in-common with
affiliates, of which $79,616 and $329,671 were earned during the
quarters ended June 30, 2003 and 2002, respectively.
4. Concentration of Credit Risk:
The following schedule presents total rental revenues from individual
lessees, or affiliated groups of lessees, each representing more than
10% of the Partnership's total rental revenues (including the
Partnership's share of total rental revenues from unconsolidated joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners) for each of the six months ended June 30:
2003 2002
--------------- ---------------
Golden Corral Corporation $ 352,878 $ 362,403
Jack in the Box Inc. and Jack in the Box
Eastern Division, L.P. 189,593 256,482
Shoney's, Inc. 166,832 N/A
Carrols Corp. 221,666 N/A
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than 10% of the
Partnership's total rental revenues (including the Partnership's share
of total rental revenues from unconsolidated joint ventures and the
properties held as tenants-in-common with affiliates of the general
partners) for each of the six months ended June 30:
2003 2002
---------------- ---------------
Golden Corral Family Steakhouse
Restaurant $ 352,878 $ 362,403
Burger King 303,141 334,028
Jack in the Box 189,583 256,482
Hardee's 185,129 190,228
CNL INCOME FUND X, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
4. Concentration of Credit Risk - Continued:
The information denoted by N/A indicates that for each period
presented, the tenant did not represent more than 10% of the
Partnership's total rental revenues.
Although the Partnership's properties have some geographic diversity in
the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any one of these lessees or restaurant
chains will 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 X, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on April 16, 1990, 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, which are leased primarily to operators of national and regional
fast-food and family-style restaurant chains (collectively, the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
2002, the Partnership owned 35 Properties directly and 13 Properties indirectly
through joint venture or tenancy in common arrangements. As of June 30, 2003,
the Partnership owned 34 Properties directly and 13 Properties indirectly
through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $1,686,181 and $1,629,384 for the
six months ended June 30, 2003 and 2002, respectively. Cash and cash equivalents
were $1,168,814 and $1,287,619 at June 30, 2003 and December 31, 2002,
respectively. At June 30, 2003, these funds were held in demand deposit accounts
at commercial banks. The funds remaining at June 30, 2003, 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 the leases will continue to generate cash
flows in excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that funds are available for distribution. Based
on current and anticipated future cash from operations, the Partnership declared
distributions to limited partners of $1,800,002 for each of the six months ended
June 30, 2003 and 2002 ($900,001 for each applicable quarter.) This represents
distributions of $0.45 per unit for each of the six months ended June 30, 2003
and 2002 ($0.23 per unit for each applicable quarter.) No distributions were
made to the general partners for the quarters and six months ended June 30, 2003
and 2002. No amounts distributed to the limited partners for the six months
ended June 30, 2003 and 2002 are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $1,084,858 at June 30, 2003, as compared to $1,081,501 at December 31,
2002. The general partners believe that the Partnership has sufficient cash on
hand to meet current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,423,504 during the six months ended June
30, 2003, as compared to $1,380,531 during the same period of 2002, $707,359 and
$687,485 of which were earned during the second quarter of 2003 and 2002,
respectively. Rental revenues increased during the quarter and six months ended
June 30, 2003 because the Partnership acquired a Property in Houston, Texas in
June 2002.
The Partnership also earned $7,182 in contingent rental income during
the six months ended June 30, 2003, as compared to $30,147 during the same
period of 2002, $8,870 and $4,941 of which were earned during the second
quarters of 2003 and 2002, respectively. The decrease in contingent rental
income during the six months ended June 30, 2003 was due to lower reported sales
and due to a decrease in contingent rental income relating to the Property in
Las Cruces, New Mexico as a result of a lease amendment.
The Partnership also earned $154,506 attributable to net income earned
by unconsolidated joint ventures during the six months ended June 30, 2003, as
compared to $412,104 during the same period of 2002, $79,616 and $329,671 of
which were earned during the quarters ended June 30, 2003 and 2002,
respectively. The decrease in net income earned by joint ventures during the
quarter and six months ended June 30, 2003, as compared to the same periods of
2002, was primarily attributable to the fact that in May 2002 CNL Restaurant
Investments III, in which the Partnership owns a 50% interest, sold its Property
in Greensboro, North Carolina to the tenant. In addition, in June 2002, Ashland
Joint Venture, in which the Partnership owns a 10.51% interest, sold its
Property in Ashland, New Hampshire to the tenant. These sales resulted in a net
gain of $872,385 to these joint ventures. During 2002, the Partnership received
approximately $571,700 as a return of capital from CNL Restaurant Investments II
and reinvested the return of capital in a wholly owned Property in Houston,
Texas. As a result, rental revenues increased while income earned by joint
ventures decreased.
In 2001, Ocean Shores Joint Venture, in which the Partnership owns a
69.06% interest stopped recording rental revenue because the tenant of the
Property in Ocean Shores, Washington owned by this joint venture experienced
financial difficulties and vacated the Property. In March 2003, the joint
venture executed a termination of the tenant's lease rights, and the tenant
surrendered the premises. In May 2003, Ocean Shores Joint Venture entered into
an agreement with a third party to sell the Property. As of August 8, 2003, the
sale had not occurred. The lost revenues resulting from the vacant Property will
continue to have an adverse effect on the equity in earnings of unconsolidated
joint ventures until the joint venture sells or re-leases the Property.
During the six months ended June 30, 2003, four lessees (or groups of
affiliated tenants) of the Partnership, Golden Corral Corporation, Jack in the
Box Inc. and Jack in the Box Eastern Division, L.P. (which are affiliated
entities under common control of Jack in the Box Inc.), Shoney's, Inc. and
Carrols Corp. each contributed more than 10% of the Partnership's total rental
revenues (including the Partnership's share of rental revenues from Properties
owned by joint ventures and Properties owned with affiliates of the general
partners as tenants-in-common). It is anticipated that based on the minimum
rental payments required by the leases, these four lessees will continue to
contribute more than 10% of the Partnership's total rental revenues. In
addition, during the six months ended June 30, 2003, four restaurant chains,
Golden Corral Family Steakhouse Restaurants, Burger King, Jack in the Box and
Hardee's each accounted for more than 10% of the Partnership's total rental
revenues (including the Partnership's share of rental revenues from the
Properties owned by joint ventures and Properties owned with affiliates as
tenants-in-common). It is anticipated that these four restaurant chains will
each continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases. Any failure of these
lessees or restaurant chains will materially affect the Partnership's operating
results if the Partnership is not able to re-lease the Properties in a timely
manner.
Operating expenses, including depreciation and amortization expense,
were $362,363 during the six months ended June 30, 2003, as compared to $359,228
during the same period of 2002, $156,727 and $170,982 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. The increase in
operating expenses during the six months ended June 30, 2003 was due to higher
depreciation expense as a result of the acquisition of the Property in Houston,
Texas, and due to an increase in state tax expense relating to several states in
which the Partnership conducts business. The increase during the six months
ended June 30, 2003 was partially offset by and the decrease during the quarter
ended June 30, 2003 was partially due to a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties.
Property related expenses were higher during the quarter and six months ended
June 30, 2002 because the Partnership elected to reimburse the tenant of the
Property in Las Cruces, New Mexico for certain renovation costs.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties that were classified as Discontinued Operations in the
accompanying financial statements. In April 2002, the Partnership sold its
Property in San Marcos, Texas and recognized a gain on disposal of discontinued
operations of $169,412. The Partnership sold the Property in Ft. Pierce, Florida
in December 2002. The Partnership recognized net rental income (rental revenues
less Property related expenses) of $16,584 and $32,116 during the quarter and
six months ended June 30 2002, respectively, relating to these Properties.
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. 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, 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 as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund X, Ltd. (Included as Exhibit 3.3 to
Post-Effective Amendment No. 4 to Registration
Statement No. 33-35049 on Form S-11 and incorporated
herein by reference.)
10.1 Management Agreement between CNL Income Fund X, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 17, 1998, and incorporated herein
by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
Exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2001, and
incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2002, and
incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 8th day of August 2003.
CNL INCOME FUND X, 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 X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund X, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-35049 on Form S-11 and
incorporated herein by reference.)
4.3 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund X, Ltd. (Included as Exhibit 3.3 to
Post-Effective Amendment No. 4 to Registration
Statement No. 33-35049 on Form S-11 and incorporated
herein by reference.)
10.1 Management Agreement between CNL Income Fund X, Ltd.
and CNL Investment Company (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 17, 1998, 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