FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 1999
--------------------------------------------------------------------------
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 East South Street
Orlando, Florida 32801
- ---------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 650-1000
--------------------------------
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
<TABLE>
<CAPTION>
Page
Part I.
<S> <C>
Item 1. Financial Statements:
Condensed Balance Sheets
Condensed Statements of Income
Condensed Statements of Partners' Capital
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Part II.
Other Information
</TABLE>
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------ -------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation of $2,328,432 and
$2,277,627 $ 7,523,383 $ 7,574,188
Investment in joint ventures 836,967 841,379
Cash and cash equivalents 229,785 252,521
Receivables, less allowance for doubtful accounts
of $12,525 in 1999 7,883 30,959
Prepaid expenses 4,490 5,463
Lease costs, less accumulated amortization of
$25,000 and $24,375 25,000 25,625
Accrued rental income 29,747 30,791
------------------ -------------------
$ 8,657,255 $ 8,760,926
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 32,994 $ 736
Accrued and escrowed real estate taxes payable 3,207 1,024
Distributions payable 266,982 266,982
Due to related parties 126,196 129,060
Rents paid in advance and deposits 21,930 36,105
------------------ -------------------
Total liabilities 451,309 433,907
Partners' capital 8,205,946 8,327,019
------------------ -------------------
$ 8,657,255 $ 8,760,926
================== ===================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended
March 31,
1999 1998
---------------- ----------------
<S> <C>
Revenues:
Rental income from operating leases $ 233,666 $ 273,609
Interest and other income 1,598 3,129
---------------- ----------------
235,264 276,738
---------------- ----------------
Expenses:
General operating and administrative 21,676 22,148
Professional services 2,265 2,785
Real estate taxes 1,091 1,081
State and other taxes 5,667 4,407
Depreciation and amortization 51,430 53,651
Transaction costs 31,116 --
---------------- ----------------
113,245 84,072
---------------- ----------------
Income Before Equity in Earnings of Joint Ventures 122,019 192,666
Equity in Earnings of Joint Ventures 23,890 20,873
---------------- ----------------
Net Income $ 145,909 $ 213,539
================ ================
Allocation of Net Income:
General partners $ 1,459 $ 2,135
Limited partners 144,450 211,404
---------------- ----------------
$ 145,909 $ 213,539
================ ================
Net Income Per Limited Partner Unit $ 4.82 $ 7.05
================ ================
Weighted Average Number of Limited Partner
Units Outstanding 30,000 30,000
================ ================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Quarter Ended Year Ended
March 31, December 31,
1999 1998
------------------- ------------------
<S> <C>
General partners:
Beginning balance $ 330,430 $ 321,759
Net income 1,459 8,671
------------------- ------------------
331,889 330,430
------------------- ------------------
Limited partners:
Beginning balance 7,996,589 8,707,291
Net income 144,450 992,766
Distributions ($8.90 and $56.78 per
limited partner unit, respectively) (266,982 ) (1,703,468 )
------------------- ------------------
7,874,057 7,996,589
------------------- ------------------
Total partners' capital $ 8,205,946 $ 8,327,019
=================== ==================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Quarter Ended
March 31,
1999 1998
-------------- ---------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents:
Net Cash Provided by Operating Activities $ 244,246 $ 290,063
-------------- ---------------
Cash Flows from Investing Activities:
Decrease in restricted cash -- 126,009
-------------- ---------------
Net cash provided by investing activities -- 126,009
-------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (266,982 ) (316,221 )
-------------- ---------------
Net cash used in financing activities (266,982 ) (316,221 )
-------------- ---------------
Net Increase (Decrease) in Cash and Cash
Equivalents (22,736 ) 99,851
Cash and Cash Equivalents at Beginning of Quarter 252,521 184,130
-------------- ---------------
Cash and Cash Equivalents at End of Quarter $ 229,785 $ 283,981
============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 266,982 $ 316,221
============== ===============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 1999 and 1998
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 ended March 31, 1999 may not be indicative of the results
that may be expected for the year ending December 31, 1999. Amounts as
of December 31, 1998, 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,
1998.
2. Merger Transaction:
On March 11, 1999, the Partnership entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to
which the Partnership would be merged with and into a subsidiary of APF
(the "Merger"). As consideration for the Merger, APF has agreed to
issue 1,157,759 shares of its common stock, par value $0.01 per share
(the "APF Shares") which, for the purposes of valuing the merger
consideration, have been valued by APF at $10.00 per APF Share, the
price paid by APF investors in three previous public offerings, the
most recent of which was completed in December 1998. In order to assist
the general partners in evaluating the proposed merger consideration,
the general partners retained Valuation Associates, a nationally
recognized real estate appraisal firm, to appraise the Partnership's
restaurant property portfolio. Based on Valuation Associates'
appraisal, the Partnership's property portfolio and other assets were
valued on a going concern basis (meaning the Partnership continues
unchanged) at $11,384,042 as of December 31, 1998. Legg Mason Wood
Walker, Incorporated has rendered a fairness opinion that the APF Share
consideration, payable by APF, is fair to the Partnership from a
financial point of view. The APF Shares are expected to be listed for
trading on the New York Stock Exchange concurrently with the
consummation of the Merger, and, therefore, would be freely tradable at
the option of the former limited partners. At a special meeting of the
partners that is expected to be held in the third quarter of 1999,
limited partners holding in excess of 50% of the Partnership's
<PAGE>
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 1999 and 1998
2. Merger Transaction - continued:
outstanding limited partnership interests must approve the Merger prior
to consummation of the transaction. If the limited partners at the
special meeting approve the Merger, APF will own the properties and other
assets of the Partnership. The general partners intend to recommend that
the limited partners of the Partnership approve the Merger. In connection
with their recommendation, the general partners will solicit the consent
of the limited partners at the special meeting. If the limited partners
reject the Merger, the Partnership will bear the portion of the
transaction costs based upon the percentage of "For" votes and the
general partners will bear the portion of such transaction costs based
upon the percentage of "Against" votes and abstentions.
On May 5, 1999, four limited partners in several of the CNL Income Funds
filed a lawsuit against the general partners and APF in connection with
the proposed Merger (see Part II - Item 1. Legal Proceedings). The
general partners and APF believe that the lawsuit is without merit and
intend to defend vigorously against the claims. Because the lawsuit was
so recently filed, it is premature to further comment on the lawsuit at
this time.
<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 March 31, 1999,
the Partnership owned 17 Properties, which included interests in two Properties
owned by joint ventures in which the Partnership is a co-venturer and one
Property owned with affiliates as tenants-in-common.
Liquidity and Capital Resources
The Partnership's primary source of capital for the quarters ended
March 31, 1999 and 1998, 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). For the quarters ended March 31, 1999
and 1998, the Partnership generated cash from operations of $244,246 and
$290,063, respectively. The decrease in cash from operations for the quarter
ended March 31, 1999 is primarily a result of changes in income and expenses as
described in "Results of Operations" below.
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 limited partners. At March 31, 1999, the Partnership had
$229,785 invested in such short-term investments, as compared to $252,521 at
December 31, 1998.
Total liabilities of the Partnership, including distributions payable,
increased to $451,309 at March 31, 1999, from $433,907 at December 31, 1998,
primarily as a result of the Partnership accruing transaction costs relating to
the proposed merger with CNL American Properties Fund, Inc. ("APF"), as
described below. The increase in liabilities at March 31, 1999 was partially
offset by a decrease in rents paid in advance at March 31, 1999, as compared to
December 31, 1998. Liabilities at March 31, 1999, to the extent they exceed cash
and cash equivalents at March 31, 1999, will be paid from future cash from
operations 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, the
Partnership declared distributions to limited partners of $266,982 and $316,221
for the quarters ended March 31, 1999 and 1998, respectively. This represents
distributions of $8.90 and $10.54 per unit for the quarters ended March 31, 1999
and 1998, respectively. No distributions were made to the general partners for
the quarters ended March 31, 1999 and 1998. No amounts distributed to the
limited partners for the quarters ended March 31, 1999 and 1998 are required to
be or have been
<PAGE>
Liquidity and Capital Resources - Continued
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.
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.
On March 11, 1999, the Partnership entered into an Agreement and Plan
of Merger with APF, pursuant to which the Partnership would be merged with and
into a subsidiary of APF (the "Merger"). APF is a real estate investment trust
whose primary business is the ownership of restaurant properties leased on a
long-term, "triple-net" basis to operators of national and regional restaurant
chains. APF has agreed to issue shares of its common stock, par value $0.01 per
share (the "APF Shares"), as consideration for the Merger. APF has agreed to
issue 1,157,759 APF Shares which, for the purposes of valuing the merger
consideration, have been valued by APF at $10.00 per APF Share, the price paid
by APF investors in three previous public offerings, the most recent of which
was completed in December 1998. In order to assist the general partners in
evaluating the proposed merger consideration, the general partners retained
Valuation Associates, a nationally recognized real estate appraisal firm, to
appraise the Partnership's restaurant property portfolio. Based on Valuation
Associates' appraisal, the Partnership's property portfolio and other assets
were valued on a going concern basis (meaning the Partnership continues
unchanged) at $11,384,042 as of December 31, 1998. Legg Mason Wood Walker,
Incorporated has rendered a fairness opinion that the APF Share consideration,
payable by APF, is fair to the Partnership from a financial point of view. The
APF Shares are expected to be listed for trading on the New York Stock Exchange
concurrently with the consummation of the Merger, and, therefore, would be
freely tradable at the option of the former limited partners. At a special
meeting of the partners that is expected to be held in the third quarter of
1999, limited partners holding in excess of 50% of the Partnership's outstanding
limited partnership interests must approve the Merger prior to consummation of
the transaction. If the limited partners at the special meeting approve the
Merger, APF will own the Properties and other assets of the Partnership. The
general partners intend to recommend that the limited partners of the
Partnership approve the Merger. In connection with their recommendation the
general partners will solicit the consent of the limited partners at the special
meeting. If the limited partners reject the Merger, the Partnership will bear
the portion of the transaction costs based upon the percentage of "For" votes
and the general partners will bear the portion of such transaction costs based
upon the percentage of "Against" votes and abstentions.
<PAGE>
Liquidity and Capital Resources - Continued
On May 5, 1999, four limited partners in several of the CNL Income
Funds filed a lawsuit against the general partners and APF in connection with
the proposed Merger (see Part II - Item 1. Legal Proceedings). The general
partners and APF believe that the lawsuit is without merit and intend to defend
vigorously against the claims. Because the lawsuit was so recently filed, it is
premature to further comment on the lawsuit at this time.
Results of Operations
During the quarter ended March 31, 1998, the Partnership owned and
leased 15 wholly owned Properties (which included one Property in Kissimmee,
Florida, which was sold in April 1998) to operators of fast-food and
family-style restaurant chains and during the quarter ended March 31, 1999, the
Partnership owned and leased 14 wholly owned Properties to operators of
fast-food and family-style restaurant chains. In connection therewith, during
the quarters ended March 31, 1999 and 1998, the Partnership earned $233,666 and
$273,609, respectively, in rental income from these Properties. Rental income
decreased during the quarter ended March 31, 1999, as compared to the quarter
ended March 31, 1998, by approximately $15,200 as a result of the sale of a
Property during 1998.
The decrease in rental income during the quarter ended March 31, 1999,
as compared to the quarter ended March 31, 1998, is also partially a result of
the fact that during the quarter ended March 31, 1999, the Partnership
established an allowance for doubtful accounts of approximately $11,800 in
connection with the tenant of the Property in Mesquite, Texas filing for
bankruptcy. While the tenant has not rejected or affirmed this lease, there can
be no assurance that the lease will not be rejected in the future. The possible
rejection of this lease could have an adverse effect on the results of
operations of the Partnership, if the Partnership is not able to re-lease the
Property in a timely manner. In addition, due to the financial difficulties the
tenant is experiencing, contingent rental income relating to the Mesquite, Texas
Property decreased by approximately $6,500 during the quarter ended March 31,
1999, as compared to the quarter ended March 31, 1998.
For the quarters ended March 31, 1999 and 1998, the Partnership owned
and leased two Properties indirectly through joint venture arrangements and one
Property with affiliates as tenants-in-common. In connection therewith, during
the quarters ended March 31, 1999 and 1998, the Partnership earned $23,890 and
$20,873, respectively, attributable to net income earned by these joint
ventures.
Operating expenses, including depreciation and amortization expense,
were $113,245 and $84,072 for the quarters ended March 31, 1999 and 1998,
respectively. The increase in operating expenses is primarily attributable to
the fact that the Partnership incurred $31,116 in transaction costs related to
the general partners retaining financial and legal advisors to assist them in
evaluating and negotiating the proposed Merger with APF, as described above in
"Liquidity and Capital Resources." If the limited partners reject the merger,
the Partnership will bear their portion of the transaction costs based upon the
percentage of "For" votes and the general partners will bear the portion of such
transaction costs based upon the percentage of "Against" votes and abstentions.
<PAGE>
Year 2000 Readiness Disclosure
The Year 2000 problem concerns the inability of information and
non-information technology systems to properly recognize and process date
sensitive information beyond January 1, 2000. The Partnership does not have any
information or non-information technology systems. The general partners and
affiliates of the general partners provide all services requiring the use of
information and non-information technology systems pursuant to a management
agreement with the Partnership. The information technology system of the
affiliates of the general partners consists of a network of personal computers
and servers built using hardware and software from mainstream suppliers. The
non-information technology systems of the affiliates of the general partners are
primarily facility related and include building security systems, elevators,
fire suppressions, HVAC, electrical systems and other utilities. The affiliates
of the general partners have no internally generated programmed software coding
to correct, because substantially all of the software utilized by the general
partners and affiliates is purchased or licensed from external providers. The
maintenance of non-information technology systems at the Partnership's
Properties is the responsibility of the tenants of the Properties in accordance
with the terms of the Partnership's leases.
In early 1998, the general partners and affiliates formed a Year 2000
committee (the "Y2K Team") for the purpose of identifying, understanding and
addressing the various issues associated with the Year 2000 problem. The Y2K
Team consists of the general partners and members from the affiliates of the
general partners, including representatives from senior management, information
systems, telecommunications, legal, office management, accounting and property
management. The Y2K Team's initial step in assessing the Partnership's Year 2000
readiness consists of identifying any systems that are date-sensitive and,
accordingly, could have potential Year 2000 problems. The Y2K Team is in the
process of conducting inspections, interviews and tests to identify which of the
Partnership's systems could have a potential Year 2000 problem.
The information system of the affiliates of the general partners is
comprised of hardware and software applications from mainstream suppliers.
Accordingly, the Y2K Team is in the process of contacting the respective vendors
and manufacturers to verify the Year 2000 compliance of their products. In
addition, the Y2K Team has also requested and is evaluating documentation from
other companies with which the Partnership has a material third party
relationship, including the Partnership's tenants, vendors, financial
institutions and the Partnership's transfer agent. The Partnership depends on
its tenants for rents and cash flows, its financial institutions for
availability of cash and its transfer agent to maintain and track investor
information. The Y2K Team has also requested and is evaluating documentation
from the non-information technology systems providers of the affiliates of the
general partners. Although the general partners continue to receive positive
responses from the Companies with which the Partnership has third party
relationships regarding their Year 2000 compliance, the general partners cannot
be assured that the tenants, financial institutions, transfer agent, other
vendors and system providers have adequately considered the impact of the Year
2000. The general partners are not able to measure the effect on the operations
of the Partnership of any third party's failure to adequately address the impact
of the Year 2000.
<PAGE>
Year 2000 Readiness Disclosure - Continued
The general partners and their affiliates have identified and have
implemented upgrades for certain hardware equipment. In addition, the general
partners and their affiliates have identified certain software applications
which will require upgrades to become Year 2000 compliant. The general partners
expect all of these upgrades, as well as any other necessary remedial measures
on the information technology systems used in the business activities and
operations of the Partnership, to be completed by September 30, 1999, although,
the general partners cannot be assured that the upgrade solutions provided by
the vendors have addressed all possible Year 2000 issues. The general partners
do not expect the aggregate cost of the Year 2000 remedial measures to be
material to the results of operations of the Partnership.
The general partners and affiliates have received certification from
the Partnership's transfer agent of its Year 2000 compliance. Due to the
material relationship of the Partnership with its transfer agent, the Y2K Team
is evaluating the Year 2000 compliance of the systems of the transfer agent and
expects to have the evaluation completed by September 30, 1999. Despite the
positive response from the transfer agent and the evaluation of the transfer
agent's system by the Y2K Team, the general partners cannot be assured that the
transfer agent has addressed all possible Year 2000 issues. In the event that
the systems of the transfer agent are not Year 2000 compliant, the general
partners and their affiliates would have to allocate resources to internally
perform the functions of the transfer agent. The general partners do not
anticipate that the additional cost of these resources would have a material
impact on the Partnership.
Based upon the progress the general partners and affiliates have made
in addressing the Year 2000 issues and their plan and timeline to complete the
compliance program, the general partners do not foresee significant risks
associated with Year 2000 compliance at this time. The general partners and
their affiliates plan to address their significant Year 2000 issues prior to the
Partnership being affected by them; therefore, they have not developed a
comprehensive contingency plan. However, if the general partners and their
affiliates identify significant risks related to their Year 2000 compliance, or
if their progress deviates from the anticipated timeline, the general partners
and their affiliates will develop contingency plans as deemed necessary at that
time.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 5, 1999, four limited partners in several of the CNL Income
Funds filed a lawsuit, Jon Hale, Mary J. Hewitt, Charles A.
Hewitt, and Gretchen M. Hewitt v. James M. Seneff, Jr., Robert A.
Bourne, CNL Realty Corporation, and CNL American Properties Fund,
Inc., Case No. CIO-99-0003561, in the Circuit Court of the Ninth
Judicial Circuit of Orange County, Florida, alleging that the
Messrs. Seneff and Bourne and CNL Realty Corporation, as general
partners of the CNL Income Funds, breached their fiduciary duties
and violated the provisions of certain of the CNL Income Fund
partnership agreements in connection with the proposed acquisition
of the CNL Income Funds by APF. The plaintiffs are seeking
unspecified damages and equitable relief. The general partners and
APF believe that the lawsuit is without merit and intend to defend
vigorously against such claims. Because the lawsuit was so
recently filed, it is premature to further comment on the lawsuit
at this time.
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
2.1 Agreement and Plan of Merger by and between the
Registrant and CNL American Properties Fund, Inc.
("APF") dated March 11, 1999 (filed as Appendix B
to the Prospectus Supplement for the Registrant,
constituting a part of the Registration Statement
of APF on Form S-4, File No. 74329.)
3.1 Certificate of Limited Partnership of CNL Income
Fund, ltd., as amended. (Included as Exhibit 3.1
to Amendment No. 1 to Registration Statement No.
33-2850 on Form S-11 and incorporated herein by
reference.)
3.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on March
27, 1998, and incorporated herein by reference.)
<PAGE>
4.1 Certificate of Limited Partnership of CNL Income
Fund, Ltd., as amended. (Included as Exhibit 4.1
to Amendment No. 1 to Registration Statement No.
33-2850 on Form S-11 and incorporated herein by
reference.)
4.2 Form of Amended and Restated Certificate and
Agreement of Limited Partnership of CNL Income
Fund, Ltd. (Included as Exhibit 3.2 to Form 10-K
filed with the Securities and Exchange Commission
on March 27, 1998, and incorporated herein by
reference.)
10.1 Property Management Agreement. (Included as
Exhibit 10.1 to Form 10-K filed with the
Securities and Exchange Commission on March 27,
1998, and incorporated herein by reference.)
10.2 Assignment of Property 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 Property 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 March 29, 1996, and incorporated
herein by reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
Current Report on Form 8-K dated March 11, 1999 and filed
March 12, 1999, describing the proposed Merger of the
Partnership with and into a subsidiary of CNL American
Properties Fund, Inc.
<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 14th day of May, 1999.
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 March 31, 1999, and its statement of income
for the three months then ended and is qualified in its entirety by reference to
the Form 10-Q of CNL Income Fund, Ltd. for the three months ended March 31,
1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 229,785
<SECURITIES> 0
<RECEIVABLES> 20,408
<ALLOWANCES> 12,525
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 9,851,815
<DEPRECIATION> 2,328,432
<TOTAL-ASSETS> 8,657,255
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,205,946
<TOTAL-LIABILITY-AND-EQUITY> 8,657,255
<SALES> 0
<TOTAL-REVENUES> 235,264
<CGS> 0
<TOTAL-COSTS> 113,245
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 145,909
<INCOME-TAX> 0
<INCOME-CONTINUING> 145,909
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 145,909
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<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>
