CNL INCOME FUND LTD
10-Q, 1997-10-31
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(X)             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       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
                                     0-15666


                              CNL Income Fund, Ltd.
             (Exact name of registrant as specified in its charter)


           Florida                                 59-2666264
    (State or other juris-                      (I.R.S. Employer
   diction of incorporation                    Identification No.)
      or organization)


400 E. South Street, #500
Orlando, Florida                                      32801
   (Address of principal                           (Zip Code)
     executive offices)


Registrant's telephone number
   (including area code)                         (407) 422-1574


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


<PAGE>









                                                     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        5-7

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                          8-12


Part II

  Other Information                                         13


<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS


                                        September 30,            December 31,
              ASSETS                         1997                    1996
                                        -------------            --------

Land and buildings on operating
  leases, less accumulated
  depreciation of $2,120,790
  and $2,108,774                        $7,374,452               $8,091,154
Investment in and due from joint
  ventures                                 649,915                  990,307
Cash and cash equivalents                  692,093                  159,379
Restricted cash                            793,869                       -
Receivables, less allowance for
  doubtful accounts of $3,092 and
  $1,413                                     1,908                  180,248
Prepaid expenses                             5,650                    4,465
Lease costs, less accumulated
  amortization of $21,250 and
  $19,375                                   28,750                   30,625
Accrued rental income                       26,404                   23,599
                                        ----------               ----------

                                        $9,573,041               $9,479,777
                                        ==========               ==========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                        $      945               $    2,131
Accrued and escrowed real estate
  taxes payable                              6,983                      525
Distributions payable                      316,221                  316,221
Due to related parties                     105,944                   95,012
Rents paid in advance and deposits          28,441                   20,711
                                        ----------               ----------
    Total liabilities                      458,534                  434,600

Partners' capital                        9,114,507                9,045,177
                                        ----------               ----------

                                        $9,573,041               $9,479,777
                                        ==========               ==========













            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                            Quarter Ended                        Nine Months Ended
                                                            September 30,                          September 30,
                                                     1997            1996               1997                1996
                                                   --------        --------          ----------          -------
<S> <C>
Revenues:
  Rental income from
    operating leases                               $253,305        $270,279          $  780,333          $  810,930
  Interest and other
    income                                            6,517           7,752              14,314              24,045
                                                   --------        --------          ----------          ----------
                                                    259,822         278,031             794,647             834,975
                                                   --------        --------          ----------          ----------

Expenses:
  General operating and
    administrative                                   19,477          21,933              63,833              71,707
  Professional services                               3,227           2,250               9,136               8,795
  Real estate taxes                                   1,101           1,133               3,305               3,398
  State and other taxes                                  -               -                3,538               5,260
  Depreciation and
    amortization                                     50,958          52,553             156,060             157,655
                                                   --------        --------          ----------          ----------
                                                     74,763          77,869             235,872             246,815
                                                   --------        --------          ----------          ----------

Income Before Equity in
  Earnings of Joint
  Ventures and Gain on
  Sale of Land and
  Building                                          185,059         200,162             558,775             588,160

Equity in Earnings of
  Joint Ventures                                    172,680          27,632             226,035              82,535

Gain on Sale of Land
  and Building                                      233,183              -              233,183              19,000
                                                   --------        --------          ----------          ----------

Net Income                                         $590,922        $227,794          $1,017,993          $  689,695
                                                   ========        ========          ==========          ==========

Allocation of Net Income:
  General partners                                 $  4,999        $  2,278          $    9,270          $    6,707
  Limited partners                                  585,923         225,516           1,008,723             682,988
                                                   --------        --------          ----------          ----------

                                                   $590,922        $227,794          $1,017,993          $  689,695
                                                   ========        ========          ==========          ==========

Net Income Per Limited
  Partner Unit                                     $  19.53        $   7.52          $    33.62          $    22.77
                                                   ========        ========          ==========          ==========

Weighted Average Number
  of Limited Partner
  Units Outstanding                                  30,000          30,000              30,000              30,000
                                                   ========        ========          ==========          ==========

</TABLE>


            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                      Nine Months Ended             Year Ended
                                        September 30,              December 31,
                                             1997                      1996
                                      -----------------            -----------

General partners:
  Beginning balance                     $   310,182                $   299,541
  Net income                                  9,270                     10,641
                                        -----------                -----------
                                            319,452                    310,182
                                        -----------                -----------


Limited partners:
  Beginning balance                       8,734,995                  8,927,411
  Net income                              1,008,723                  1,072,468
  Distributions ($31.62
    and $42.16 per limited
    partner unit, respectively)            (948,663)                (1,264,884)
                                        -----------                -----------
                                          8,795,055                  8,734,995
                                        -----------                -----------

Total partners' capital                 $ 9,114,507                $ 9,045,177
                                        ===========                ===========



            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                     Nine Months Ended
                                                        September 30,
                                                   1997               1996
                                                ----------         -------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating
      Activities                                $1,009,004         $  877,751
                                                ----------         ----------

    Cash Flows from Investing Activities:
      Proceeds from sale of land and
        building                                   793,009             20,000
      Return of capital from joint
        venture                                    472,373                 -
      Increase in restricted cash                 (793,009)                -
                                                ----------          --------
          Net cash provided by investing
            activities                             472,373             20,000
                                                ----------          ---------

    Cash Flows from Financing Activities:
      Proceeds from loan from corporate
        general partner                             81,000             40,100
      Repayment of loan from corporate
        general partner                            (81,000)           (40,100)
      Distributions to limited partners           (948,663)          (948,663)
                                                ----------          ---------
          Net cash used in financing
            activities                            (948,663)          (948,663)
                                                ----------          ---------

Net Increase (Decrease) in Cash and Cash
  Equivalents                                      532,714            (50,912)

Cash and Cash Equivalents at Beginning
  of Period                                        159,379            271,575
                                                ----------          ---------

Cash and Cash Equivalents at End of
  Period                                        $  692,093          $ 220,663
                                                ==========          =========

Supplemental Schedule of Non-Cash
  Financing Activities:

    Distributions declared and unpaid
      at end of period                          $  316,221          $ 316,221
                                                ==========          =========








            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1997 and 1996


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 management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the  quarter and nine  months  ended  September  30,  1997,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 1997.  Amounts as of December  31, 1996,  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, Ltd. (the  "Partnership")  for the year ended December 31,
         1996.

         Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 1997 presentation.  These  reclassifications
         had no effect on partners' capital or net income.

2.       Land and Building on Operating Leases:

         In August  1997,  the  Partnership  sold its  property in Casa  Grande,
         Arizona,  to a third party for $840,000 and received net sales proceeds
         (net of $2,691 which  represents  prorated rent returned to the tenant)
         of $793,009,  resulting in a gain of $233,183 for  financial  reporting
         purposes.  This property was originally  acquired by the Partnership in
         December  1986  and had a cost  of  approximately  $667,300,  excluding
         acquisition fees and miscellaneous acquisition expenses; therefore, the
         Partnership sold the property for  approximately  $128,400 in excess of
         its original purchase price.

3.       Investment in Joint Ventures:

         In August 1997, Seventh Avenue Joint Venture,  in which the Partnership
         owns a 50  percent  interest,  sold  its  property  to the  tenant  for
         $950,000,  and  received  net  sales  proceeds  (net  of  $2,678  which
         represents prorated rent returned to the tenant) of $944,747, resulting
         in a gain to the joint venture of approximately  $295,100 for financial
         reporting purposes.  The property was originally contributed to Seventh
         Avenue

                                        5

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


3.       Investment in Joint Ventures - Continued:

         Joint  Venture  in June  1986  and had a  total  cost of  approximately
         $770,000,  excluding  acquisition  fees and  miscellaneous  acquisition
         expenses;   therefore,   the  joint   venture  sold  the  property  for
         approximately  $177,400 in excess of its original purchase price. As of
         September 30, 1997, the Partnership and the other joint venture partner
         had each  received  approximately  $472,400,  representing  a return of
         capital from the net sales proceeds  received by the joint venture.  As
         of September 30, 1997, the Partnership  owned a 50 percent  interest in
         the profits and losses of the joint venture.

         The following presents the combined,  condensed  financial  information
         for all of the Partnership's investments in joint ventures at:

                                                 September 30,    December 31,
                                                     1997             1996

                  Land and buildings on
                    operating leases, less
                    accumulated depreciation     $1,081,492       $1,750,065
                  Cash                                4,791           11,934
                  Receivables                         5,382           18,456
                  Accrued rental income                  -            16,620
                  Liabilities                         5,606           30,232
                  Partners' capital               1,086,059        1,766,843
                  Revenues                          190,278          277,652
                  Gain on sale                      295,080               -
                  Net income                        452,069          232,152

         The Partnership  recognized  income totalling  $226,035 and $82,535 for
         the nine months ended September 30, 1997 and 1996,  respectively,  from
         these joint  ventures,  $172,680  and $27,632 of which was recorded for
         the quarters ended September 30, 1997 and 1996, respectively.

4.       Restricted Cash:

         As of September 30, 1997,  net sales proceeds of $793,009 from the sale
         of the property in Casa Grande, Arizona, plus accrued interest of $860,
         were being  held in an  interest-bearing  escrow  account  pending  the
         release of funds by the escrow agent to acquire an additional  property
         on behalf of the Partnership.




                                        6

<PAGE>



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


5.       Subsequent Event:

         In October 1997, the  Partnership  entered into a promissory  note with
         the  corporate  general  partner for a loan in the amount of $52,000 in
         connection  with  the  operations  of  the  Partnership.  The  loan  is
         uncollateralized, non-interest bearing and due on demand.

         In October 1997, the Partnership  reinvested  approximately $667,000 of
         the net sales  proceeds  received  from the sale in August 1997, of the
         property in Casa Grande,  Arizona,  and  approximately  $196,700 of the
         return of capital it  received  from the sale of the  property  held by
         Seventh Avenue Joint Venture in North Miami, Florida, in a Ground Round
         property located in Camp Hill, Pennsylvania.

                                        7

<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

         CNL  Income  Fund,  Ltd.  (the  "Partnership")  is  a  Florida  limited
partnership that was organized on November 26, 1985, to acquire for cash, either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing restaurant  properties,  as well as land upon which restaurants were to
be constructed, which are leased primarily to operators of national and regional
fast-food  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 September 30,
1997, the Partnership owned 16 Properties, including interests in two Properties
owned by joint ventures in which the Partnership is a co-venturer.

Liquidity and Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30, 1997 and 1996,  was cash from  operations  (which  includes  cash
received from tenants, distributions from joint ventures, and interest and other
income  received,  less  cash  paid for  expenses).  Cash  from  operations  was
$1,009,004  and $877,751 for the nine months ended  September 30, 1997 and 1996,
respectively.  The  increase in cash from  operations  for the nine months ended
September  30, 1997,  is primarily a result of changes in income and expenses as
discussed  in "Results  of  Operations"  below and changes in the  Partnership's
working capital.

         In March 1996,  the  Partnership  accepted a  promissory  note from the
tenant of the Property in Mesquite,  Texas, in the amount of $156,308,  for past
due rental and other  amounts,  and real  estate  taxes  previously  paid by the
Partnership  on  behalf  of  the  tenant.   Payments  were  due  in  60  monthly
installments  of $3,492,  including  interest at a rate of 11 percent per annum,
and collections  commenced on June 1, 1996. During January 1997, the Partnership
collected the full amount of the promissory note.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 1997.

         In January 1997, the  Partnership  entered into a promissory  note with
the corporate  general partner for a loan in the amount of $81,000 in connection
with  the  operations  of  the  Partnership.   The  loan  was  uncollateralized,
non-interest  bearing  and  due  on  demand.  As  of  September  30,  1997,  the
Partnership  had repaid the loan in full to the corporate  general  partner.  In
addition,  in October 1997, the Partnership  entered into a promissory note with
the corporate  general partner for a loan in the amount of $52,000 in connection
with  the  operations  of  the  Partnership.   The  loan  is   uncollateralized,
non-interest bearing and due on demand.

         In August  1997,  the  Partnership  sold its  Property in Casa  Grande,
Arizona,  to a third party, for $840,000 and received net sales proceeds (net of
$2,691  which  represents  prorated  rent  returned to the tenant) of  $793,009,
resulting in a gain of

                                        8

<PAGE>



Liquidity and Capital Resources - Continued

$233,183 for financial reporting purposes. This Property was originally acquired
by the  Partnership in December 1986 and had a cost of  approximately  $667,300,
excluding acquisition fees and miscellaneous  acquisition  expenses;  therefore,
the Partnership  sold the Property for  approximately  $128,400 in excess of its
original  purchase  price.  As of September 30, 1997,  the net sales proceeds of
$793,009,  plus accrued interest of $860, were being held in an interest-bearing
escrow  account  pending the release of funds by the escrow  agent to acquire an
additional Property or use them for other Partnership purposes. In October 1997,
the  Partnership  reinvested  the majority of the net sales proceeds in a Ground
Round Property in Camp Hill,  Pennsylvania,  as discussed below. The Partnership
intends to use the remaining net sales proceeds for other Partnership  purposes.
The  general  partners  believe  that the  transaction,  or a  portion  thereof,
relating  to the  sale  of  the  Property  in  Casa  Grande,  Arizona,  and  the
reinvestment  of the  majority  of the net  sales  proceeds  in a  Ground  Round
Property  in Camp  Hill,  Pennsylvania  will  qualify  as a  like-kind  exchange
transaction  for federal  income tax purposes.  However,  the  Partnership  will
distribute  amounts sufficient to enable the limited partners to pay federal and
state (at a level reasonably  assumed by the general  partners) income taxes, if
any, resulting from the sale.

         In addition, in August 1997, Seventh Avenue Joint Venture, in which the
Partnership  owns a 50 percent  interest,  sold its  Property  to the tenant for
$950,000,  and  received  net sales  proceeds  (net of $2,678  which  represents
prorated  rent  returned to the tenant) of $944,747,  resulting in a gain to the
joint venture of approximately  $295,100 for financial reporting  purposes.  The
Property was originally contributed to Seventh Avenue Joint Venture in June 1986
and had a total cost of approximately  $770,000,  excluding acquisition fees and
miscellaneous  acquisition  expenses;  therefore,  the  joint  venture  sold the
Property for approximately $176,900 in excess of its original purchase price. As
of September 30, 1997, the  Partnership  and the other joint venture partner had
each received  approximately  $472,400 representing a return of capital from the
net  sales  proceeds  received  by the  joint  venture.  In  October  1997,  the
Partnership  reinvested  a portion of the  return of  capital in a Ground  Round
Property  in Camp  Hill,  Pennsylvania,  as  discussed  below.  The  Partnership
anticipates  that it will  distribute  amounts  sufficient to enable the limited
partners to pay federal and state income  taxes,  if any (at a level  reasonably
assumed by the  general  partners),  resulting  from the sale.  The  Partnership
intends to reinvest the remaining net sales proceeds in a additional Property.

         In October 1997, the Partnership  reinvested  approximately $667,000 of
the net sales proceeds received from the sale in August 1997, of the property in
Casa Grande,  Arizona,  and  approximately  $196,700 of the return of capital it
received from the sale of the property  held by Seventh  Avenue Joint Venture in
North  Miami,  Florida,  in a  Ground  Round  property  located  in  Camp  Hill,
Pennsylvania.

                                        9

<PAGE>



Liquidity and Capital Resources - Continued

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to the  partners.  At September  30, 1997,  the  Partnership  had
$692,093  invested in such  short-term  investments,  as compared to $159,379 at
December 31, 1996.  The  increase in cash and cash  equivalents  during the nine
months  ended  September  30, 1997 is  primarily  the result of the  Partnership
collecting  the full  amount  of the  promissory  note  from the  tenant  of the
Property  in  Mesquite,  Texas,  and receipt by the  Partnership  of a return of
capital from Seventh  Avenue Joint Venture  representing  the net sales proceeds
from the sale of the Property held by Seventh  Avenue Joint Venture as discussed
above.  The funds  remaining at September 30, 1997,  will be used to reinvest in
additional  Properties,  as discussed above, and to pay  distributions and other
liabilities.

         Total liabilities of the Partnership,  including distributions payable,
increased to $458,534 at September 30, 1997, from $434,600 at December 31, 1996,
primarily as a result of an increase in rents paid in advance and an increase in
amounts due to related  parties during the nine months ended September 30, 1997.
Liabilities  at  September  30,  1997,  to the extent  they exceed cash and cash
equivalents at September 30, 1997, less amounts  received as a return of capital
to be reinvested in additional Properties, as described above, will be paid from
future cash from operations,  from the loan received from the corporate  general
partner in October 1997 described  above,  and in the event the general partners
elect to make additional capital contributions or loans to the Partnership, from
future general partner capital contributions or loans.

         Based on current and anticipated future cash from operations,  and to a
lesser extent, the loans received from the corporate general partner in January,
July and October 1997, described above, the Partnership  declared  distributions
to limited  partners of $948,663 for each of the nine months ended September 30,
1997 and 1996  ($316,221 for each of the quarters  ended  September 30, 1997 and
1996).  This  represents  distributions  of $31.62 per unit for each of the nine
months  ended  September  30,  1997  and 1996  ($10.54  per unit for each of the
quarters ended September 30, 1997 and 1996). No  distributions  were made to the
general  partners for the quarters and nine months ended  September 30, 1997 and
1996. No amounts  distributed to the limited  partners for the nine months ended
September  30, 1997 and 1996,  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.





                                       10

<PAGE>



Liquidity and Capital Resources - Continued

         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 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.

Results of Operations

         During the nine months ended September 30, 1996, the Partnership  owned
and leased 15 wholly owned Properties and during the nine months ended September
30, 1997, the Partnership owned and leased 15 wholly owned Properties (including
one  Property  in Casa  Grande,  Arizona,  which  was  sold in  August  1997) to
operators  of  fast-food  and  family-style  restaurant  chains.  In  connection
therewith,  during  the nine  months  ended  September  30,  1997 and 1996,  the
Partnership  earned $780,333 and $810,930,  respectively,  in rental income from
these  Properties,  $253,305  and  $270,279 of which was earned for the quarters
ended September 30, 1997 and 1996,  respectively.  The decrease in rental income
during the nine months ended  September 30, 1997, as compared to the nine months
ended   September  30,  1996,  is  partially   attributable  to  a  decrease  of
approximately  $5,800  due to the fact that  effective  February  1,  1996,  the
Partnership ceased receiving additional rental amounts from the former tenant of
three  Properties.  The rental payments from this former tenant  represented the
difference  between (i) the original leases entered into between the Partnership
and the former tenant and (ii) the current leases on the Properties  between the
Partnership  and the new tenants (two of which were  re-leased to the  corporate
franchisor). In August 1997, the Partnership sold one of the three Properties, a
Property in Casa Grande,  Arizona,  and as a result of the sale,  rental  income
decreased by approximately  $8,900 and $9,500 during the quarter and nine months
ended  September  30,  1997,  respectively,  as compared to the quarter and nine
months ended  September 30, 1996.  Rental income,  relating to the two remaining
Properties, will remain at reduced levels during 1997 and in future years.

         Rental income also decreased by approximately  $2,400 and $6,600 during
the quarter and nine months ended September 30, 1997, respectively,  as a result
of the fact that the lease  relating to the Wendy's  Property in Oklahoma  City,
Oklahoma,  was  amended,  effective  January 1, 1997,  to provide for lower base
rental income and a change in the percentage rent calculation.







                                       11

<PAGE>



Results of Operations - Continued

         In addition,  rental income decreased  approximately  $5,200 during the
nine months  ended  September  30,  1997,  as compared to the nine months  ended
September  30,  1996,  as a result of the fact that the  lease  relating  to the
Wendy's  Property in Payson,  Arizona,  was amended during the nine months ended
September 30, 1996, to provide for a change in the percentage rent calculation.

         In  addition,  for the  nine  months  ended  September  30,  1996,  the
Partnership owned and leased three Properties  indirectly  through joint venture
arrangements  and for the nine months ended  September 30, 1997, the Partnership
owned and leased three Properties  indirectly through joint venture arrangements
(including one Property owned and leased by Seventh Avenue Joint Venture,  which
was sold in August 1997). In connection therewith,  during the nine months ended
September  30, 1997 and 1996,  the  Partnership  earned  $226,035  and  $82,535,
respectively,  attributable  to net  income  earned  by  these  joint  ventures,
$172,680 and $27,632 of which was earned during the quarters ended September 30,
1997 and 1996, respectively. The increase in net income earned by joint ventures
is primarily  attributable to the fact that in August 1997, Seventh Avenue Joint
Venture, in which the Partnership owns a 50 percent interest,  recognized a gain
of approximately  $295,100 for financial  reporting  purposes as a result of the
sale of its  Property in August  1997,  as  described  above in  "Liquidity  and
Capital Resources".

         Operating expenses,  including  depreciation and amortization  expense,
were  $235,872 and $246,815  for the nine months  ended  September  30, 1997 and
1996, respectively,  of which $74,763 and $77,869 were incurred for the quarters
ended  September  30, 1997 and 1996,  respectively.  The  decrease in  operating
expenses  during the nine months ended  September  30, 1997,  as compared to the
nine months ended September 30, 1996, is primarily attributable to a decrease in
accounting and administrative expenses associated with operating the Partnership
and its Properties.

                                       12

<PAGE>



                                            PART II.  OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults 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 - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended September 30, 1997.

                                       13

<PAGE>


                                   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 29th day of October, 1997.


                             CNL INCOME FUND, 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)




<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of CNL Income Fund, Ltd. at September 30, 1997, and its statement of
income for the nine months then ended and is qualified in its entirety by
reference to the Form 10Q of CNL income Fund, Ltd. for the nine months ended
September 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,485,962<F2>
<SECURITIES>                                         0
<RECEIVABLES>                                    5,000
<ALLOWANCES>                                     3,092
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                       9,495,242
<DEPRECIATION>                               2,120,790
<TOTAL-ASSETS>                               9,573,041
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   9,114,507
<TOTAL-LIABILITY-AND-EQUITY>                 9,573,041
<SALES>                                              0
<TOTAL-REVENUES>                               794,647
<CGS>                                                0
<TOTAL-COSTS>                                  235,872
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,017,993
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,017,993
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,017,993
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F2>Cash balance includes $793,869 in restricted cash.
<F1>Due to the nature of its industry, CNL Income Fund, Ltd. has an unclassified
balance-sheet; therefore, no values are shown above for current assets and
current liabilities.
</FN>
        



</TABLE>


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