10-Q 1 if15.txt CNL INCOME FUND XV, LTD. 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 -------------------------------------------------------------------------- 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 0-26216 --------------------------------------- CNL Income Fund XV, Ltd. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 59-3198888 --------------------------------------- ---------------------------- (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 10-11 CNL INCOME FUND XV, LTD. (A Florida Limited Partnership) CONDENSED BALANCE SHEETS June 30, December 31, 2003 2002 ------------------- ------------------- ASSETS Real estate properties with operating leases, net $ 21,280,436 $ 21,447,308 Net investment in direct financing leases 3,955,137 4,010,336 Real estate held for sale -- 558,990 Investment in joint ventures 4,435,425 4,455,920 Cash and cash equivalents 2,713,578 2,317,004 Receivables, less allowance for doubtful accounts of $1,068 in 2002 1,138 37,849 Accrued rental income less allowance for doubtful accounts of $27,005 in 2003 and 2002 1,918,976 1,857,219 Other assets 40,735 42,906 ------------------- ------------------- $ 34,345,425 $ 34,727,532 =================== =================== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 12,479 $ 6,985 Real estate taxes payable 5,596 2,109 Distributions payable 800,000 900,000 Due to related parties 15,491 20,605 Rents paid in advance and deposits 79,363 163,197 ------------------- ------------------- Total liabilities 912,929 1,092,896 Partners' capital 33,432,496 33,634,636 ------------------- ------------------- $ 34,345,425 $ 34,727,532 =================== ===================

See accompanying notes to condensed financial statements. CNL INCOME FUND XV, 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 $ 638,775 $ 614,372 $ 1,276,749 $ 1,226,473 Earned income from direct financing leases 111,042 114,031 222,865 228,691 Contingent rental income -- -- 297 1,911 Interest and other income 1,588 10,415 3,025 17,385 ------------- --------------- -------------- -------------- 751,405 738,818 1,502,936 1,474,460 ------------- --------------- -------------- -------------- Expenses: General operating and administrative 60,179 71,574 142,455 154,527 Property related 3,328 6,642 6,174 10,296 Management fees to related parties 8,986 8,236 17,981 17,346 State and other taxes 252 3,646 38,595 40,230 Depreciation and amortization 84,175 81,112 168,352 160,517 ------------- --------------- -------------- -------------- 156,920 171,210 373,557 382,916 ------------- --------------- -------------- -------------- Income Before Equity in Earnings of Joint Ventures 594,485 567,608 1,129,379 1,091,544 Equity in Earnings of Joint Ventures 109,524 111,892 218,805 221,808 ------------- --------------- -------------- -------------- Income from Continuing Operations 704,009 679,500 1,348,184 1,313,352 ------------- --------------- -------------- -------------- Discontinued Operations: Income (loss) from discontinued operations 25,877 (2,906 ) 49,676 37,530 Gain on disposal of discontinued operations -- -- -- 301,828 ------------- --------------- -------------- -------------- 25,877 (2,906 ) 49,676 339,358 ------------- --------------- -------------- -------------- Net Income $ 729,886 $ 676,594 $ 1,397,860 $ 1,652,710 ============= =============== ============== ============== Income Per Limited Partner Unit Continuing operations $ 0.17 $ 0.17 $ 0.34 $ 0.33 Discontinued operations 0.01 -- 0.01 0.08 ------------- --------------- -------------- -------------- $ 0.18 $ 0.17 $ 0.35 $ 0.41 ============= =============== ============== ============== 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 XV, 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 $ 174,788 $ 174,788 Net income -- -- --------------------- ------------------ 174,788 174,788 --------------------- ------------------ Limited partners: Beginning balance 33,459,848 33,725,703 Net income 1,397,860 3,034,145 Distributions ($0.40 and $0.83 per limited partner unit, respectively) (1,600,000 ) (3,300,000 ) --------------------- ------------------ 33,257,708 33,459,848 --------------------- ------------------ Total partners' capital $ 33,432,496 $ 33,634,636 ===================== ==================

See accompanying notes to condensed financial statements. CNL INCOME FUND XV, LTD. (A Florida Limited Partnership) CONDENSED STATEMENTS OF CASH FLOWS Six Months Ended 2003 2002 ---------------- -------------- Increase (Decrease) in Cash and Cash Equivalents Net Cash Provided by Operating Activities $ 1,537,584 $ 1,532,307 ---------------- -------------- Cash Flows from Investing Activities: Proceeds from sale of assets 558,990 1,300,882 Additions to real estate properties with operating leases -- (1,215,441 ) Increase in restricted cash -- (1,296,422 ) Decrease in restricted cash -- 1,215,620 Investment in joint venture -- (34,876 ) ---------------- -------------- Net cash provided by (used in) investing activities 558,990 (30,237 ) ---------------- -------------- Cash Flows from Financing Activities: Distributions to limited partners (1,700,000 ) (1,600,000 ) ---------------- -------------- Net cash used in financing activities (1,700,000 ) (1,600,000 ) ---------------- -------------- Net Increase (Decrease) in Cash and Cash Equivalents 396,574 (97,930 ) Cash and Cash Equivalents at Beginning of Period 2,317,004 1,364,668 ---------------- -------------- Cash and Cash Equivalents at End of Period $ 2,713,578 $ 1,266,738 ================ ============== Supplemental Schedule of Non-Cash Financing Activities: Distributions declared and unpaid at end of period $ 800,000 $ 800,000 ================ ==============

See accompanying notes to condensed financial statements. CNL INCOME FUND XV, 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 XV, 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. 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 XV, LTD. (A Florida Limited Partnership) NOTES TO CONDENSED FINANCIAL STATEMENTS Quarters and Six Months Ended June 30, 2003 and 2002 3. Discontinued Operations: During 2002, the Partnership identified and sold three properties that were classified as Discontinued Operations in the accompanying financial statements. One of the properties became vacant prior to 2002. In January 2003, the Partnership identified another property for sale. In June 2003, the Partnership sold its property in Bartlesville, Oklahoma and recorded no gain or loss on disposal of assets during the quarter and six months ended June 30, 2003. The Partnership had recorded provisions for write-down of assets relating to this property in previous years. The operating results of the discontinued operations for these properties are as follows: Quarter Ended June 30, Six Months Ended June 30, 2003 2002 2003 2002 ------------- ------------- --------------- ------------ Rental revenues $ 25,928 $ 15,686 $ 53,709 $ 63,336 Expenses (51 ) (9,968 ) (4,033 ) (17,182 ) Provision for write-down of assets -- (8,624 ) -- (8,624 ) ------------- ------------- --------------- ------------ Income (loss) from discontinued operations $ 25,877 $ (2,906 ) $ 49,676 $ $37,530 ============= ============= =============== ============

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CNL Income Fund XV, Ltd. (the "Partnership") is a Florida limited partnership that was organized on September 2, 1993, to acquire for cash, either directly or through joint venture and tenancy in common arrangements, both newly constructed and existing restaurants, as well as land upon which restaurants were to be constructed (the "Properties"), which are leased primarily to operators of national and regional fast-food and family-style restaurant chains. The leases generally are triple-net leases, with the lessee responsible for all repairs and maintenance, property taxes, insurance and utilities. As of June 30, 2002, the Partnership owned 38 Properties directly and 10 Properties indirectly through joint venture or tenancy in common arrangements. As of June 30, 2003, the Partnership owned 35 Properties directly and ten Properties indirectly through joint venture or tenancy in common arrangements. Capital Resources Cash from operating activities was $1,537,584 and $1,532,307 for the six months ended June 30, 2003 and 2002, respectively. Other sources and uses of cash included the following during the six months ended June 30, 2003. In June 2003, the Partnership sold its Property in Bartlesville, Oklahoma to a third party and received net sales proceeds of approximately $559,000 resulting in no gain or loss on disposal of assets during the quarter and six months ended June 30, 2003. The Partnership had recorded provisions for write-down of assets in previous years relating to this asset. The Partnership intends to reinvest these proceeds in an additional Property. At June 30, 2003, the Partnership had $2,713,578 in cash and cash equivalents, as compared to $2,317,004 at December 31, 2002. At June 30, 2003, these funds were held in demand deposit accounts at commercial banks. The increase in cash and cash equivalents at June 30, 2003, as compared to December 31, 2002, was due to the Partnership holding the sales proceeds from the sale of the Property in Bartlesville, Oklahoma, pending reinvestment in an additional Property. The increase was partially offset as a result of the Partnership paying a special distribution to the limited partners in 2003, which was accrued at December 31, 2002, of $100,000 of cumulative excess operating reserves. The funds remaining at June 30, 2003, after payment of distributions and other liabilities, will be used to invest in an additional Property and 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 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 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 $1,600,000 for each of the six months ended June 30, 2003 and 2002 ($800,000 for each applicable quarter). This represents distributions of $0.40 per unit for each of the six months ended June 30, 2003 and 2002 ($0.20 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 $912,929 at June 30, 2003, as compared to $1,092,896 at December 31, 2002. The decrease in liabilities was primarily a result of the payment of a special distribution to the limited partners during the six months ended June 30, 2003, that was accrued at December 31, 2002. The special distribution of $100,000 represented cumulative, excess operating reserves. The decrease in liabilities during the six months ended June 30, 2003 was also due to a decrease in rents paid in advance and deposits. The decrease was partially offset by an increase in accounts payable at June 30, 2003, as compared to December 31, 2002. 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 Total rental revenues were $1,499,614 during the six months ended June 30, 2003, as compared to $1,455,164 during the same period of 2002, $749,817 and $728,403 of which were earned during the second quarters 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 $3,025 attributable to interest and other income during the six months ended June 30, 2003, as compared to $17,385 during the same period of 2002, $1,588 and $10,415 of which were earned during the quarters ended June 30, 2003 and 2002, respectively. Interest and other income were higher during the quarter and six months ended June 30, 2002 due to the Partnership holding the proceeds from the sale of the Property in Redlands, California in an interest bearing bank account pending reinvestment in an additional Property. The Partnership also earned $218,805 attributable to net income earned by joint ventures during the six months ended June 30, 2003, as compared to $221,808 during the same period of 2002, $109,524 and $111,892 of which were earned during the quarters ended June 30, 2003 and 2002, respectively. Operating expenses, including depreciation and amortization expense, were $373,557 during the six months ended June 30, 2003, as compared to $382,916 during the same period of 2002, $156,920 and $171,210 of which were incurred during the quarters ended June 30, 2003 and 2002, respectively. The decrease in operating expenses during the quarter and six months ended June 30, 2003 was due to a decrease in the costs incurred for administrative expenses for servicing the Partnership and its Properties. The decrease during 2003 was partially offset by an increase in depreciation expense as a result of the acquisition of the Property in Houston, Texas in June 2002. 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. In addition, in January 2003, the Partnership identified for sale its Property in Bartlesville, Oklahoma. The Partnership recognized a net rental loss (rental revenues less Property related expenses and provision for write-down of assets) of $2,906 and net rental income of $37,530 during the quarter and six months ended June 30, 2002, respectively, relating to these four Properties. The Partnership sold the Property in Redlands, California during the six months ended June 30, 2002 and recognized a gain on disposal of discontinued operations of $301,828. The Partnership sold its Properties in Medina, Ohio and Stratford, New Jersey in September and December 2002, respectively. In June 2003, the Partnership sold its Property in Bartlesville, Oklahoma and recorded no gain or loss on the disposal. The Partnership had recorded provisions for write-down of assets in previous years relating to this Property. The Partnership recognized net rental income of $25,877 and $49,676 during the quarter and six months ended June 30, 2003, relating to this Property. 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 XV, Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-69968 on Form S-11 and incorporated herein by reference.) 4.1 Affidavit and Certificate of Limited Partnership of CNL Income Fund XV, Ltd. (Included as Exhibit 4.1 to Registration Statement No. 33-69968 on Form S-11 and incorporated herein by reference.) 4.2 Amended and Restated Agreement of Limited Partnership of CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K filed with the Securities and Exchange Commission on March 30, 1995, incorporated herein by reference.) 10.1 Management Agreement between CNL Income Fund XV, Ltd. and CNL Investment Company (Included as Exhibit 10.1 to Form 10-K filed with the Securities and Exchange Commission on March 30, 1996, 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 7, 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 From 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 12th day of August, 2003. CNL INCOME FUND XV, 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 XV, Ltd. (Included as Exhibit 3.2 to Registration Statement No. 33-69968 on Form S-11 and incorporated herein by reference.) 4.1 Affidavit and Certificate of Limited Partnership of CNL Income Fund XV, Ltd. (Included as Exhibit 4.1 to Registration Statement No. 33-69968 on Form S-11 and incorporated herein by reference.) 4.2 Amended and Restated Agreement of Limited Partnership of CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K filed with the Securities and Exchange Commission on March 30, 1995, incorporated herein by reference.) 10.1 Management Agreement between CNL Income Fund XV, Ltd. and CNL Investment Company (Included as Exhibit 10.1 to Form 10-K filed with the Securities and Exchange Commission on March 30, 1996, 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 7, 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

CNL INCOME FUND XV LTD 10-Q