CNL INCOME FUND LTD
10-Q, 2000-11-13
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, 2000
                                          --------------------------------------

                                       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.)


450 South Orange Avenue
Orlando, Florida                                       32801-3336
------------------------------------------------   --------------------------
      (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 _________




                                                     CONTENTS
<TABLE>
<CAPTION>




                                                                                             Page
<S><C>
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                                                1

                      Condensed Statements of Income                                          2

                      Condensed Statements of Partners' Capital                               3

                      Condensed Statements of Cash Flows                                      4

                      Notes to Condensed Financial Statements                                 5-7

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                     8-11

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                                             11


Part II.

     Other Information                                                                        12-13

</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>


                                                                           September 30,           December 31,
                                                                               2000                    1999
                                                                         ------------------     -------------------
<S><C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation                                                $ 6,322,069             $ 6,870,603
   Investment in joint ventures                                                    809,109                 822,993
   Cash and cash equivalents                                                     1,557,623               1,048,174
   Receivables, less allowance for doubtful accounts
       of $1,236 in 1999                                                                --                  18,768
   Prepaid expenses                                                                  9,489                   8,322
   Lease costs, less accumulated amortization of
       $28,750 and $26,875, respectively                                            21,250                  23,125
   Accrued rental income                                                            36,828                  33,700
                                                                         ------------------     -------------------

                                                                               $ 8,756,368             $ 8,825,685
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $   11,410              $   61,890
   Escrowed real estate taxes payable                                                8,404                  11,031
   Distributions payable                                                         1,414,457                 266,982
   Due to related parties                                                          118,530                 123,477
   Rents paid in advance and deposits                                               18,030                  27,443
                                                                         ------------------     -------------------
       Total liabilities                                                         1,570,831                 490,823

   Partners' capital                                                             7,185,537               8,334,862
                                                                         ------------------     -------------------

                                                                               $ 8,756,368             $ 8,825,685
                                                                         ==================     ===================

See accompanying notes to condensed financial statements.
</TABLE>




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

<TABLE>
<CAPTION>

                                                                Quarter Ended                    Nine Months Ended
                                                                September 30,                      September 30,
                                                             2000            1999              2000             1999
                                                          -----------     -----------       -----------      -----------
<S><C>
Revenues:
    Rental income from operating leases                    $ 222,832        $248,638          $674,166        $ 730,797
    Contingent rental income                                   3,204              --             9,295               --
    Interest and other income                                 14,190           1,422            44,752            6,625
                                                          -----------     -----------       -----------      -----------
                                                             240,226         250,060           728,213          737,422
                                                          -----------     -----------       -----------      -----------

Expenses:
    General operating and administrative                      25,580          21,792            81,914           60,872
    Professional services                                         --           4,996             9,743           16,198
    Real estate taxes                                             --              --                --            1,091
    State and other taxes                                         --             301             9,468            5,968
    Depreciation and amortization                             45,665          51,430           137,893          154,290
    Transaction costs                                             --          19,885            25,453           77,455
                                                          -----------     -----------       -----------      -----------
                                                              71,245          98,404           264,471          315,874
                                                          -----------     -----------       -----------      -----------

Income Before Equity in Earnings of Joint
    Ventures      and Gain on Sale of Land and
    Building                                                 168,981         151,656           463,742          421,548

Equity in Earnings of Joint Ventures                          23,939          23,928            71,368           71,336

Gain on Sale of Land and Building                            263,986              --           263,986               --
                                                          -----------     -----------       -----------      -----------

Net Income                                                 $ 456,906        $175,584          $799,096        $ 492,884
                                                          ===========     ===========       ===========      ===========

Allocation of Net Income:
    General partners                                         $ 3,322        $  1,756             6,744          $ 4,929
    Limited partners                                         453,584         173,828           792,352          487,955
                                                          -----------     -----------       -----------      -----------

                                                           $ 456,906        $175,584           799,096        $ 492,884
                                                          ===========     ===========       ===========      ===========

Net Income Per Limited Partner Unit                          $ 15.12         $  5.79          $  26.41          $ 16.27
                                                          ===========     ===========       ===========      ===========

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

See accompanying notes to condensed financial statements.
</TABLE>


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

<TABLE>
<CAPTION>

                                                                      Nine Months Ended              Year Ended
                                                                        September 30,               December 31,
                                                                             2000                       1999
                                                                   -------------------------    ----------------------
<S><C>
General partners:
    Beginning balance                                                          $    340,768              $    330,430
    Net income                                                                        6,744                    10,338
                                                                   -------------------------    ----------------------
                                                                                    347,512                   340,768
                                                                   -------------------------    ----------------------

Limited partners:
    Beginning balance                                                             7,994,094                 7,996,589
    Net income                                                                      792,352                 1,065,433
    Distributions ($64.95 and $35.60 per
       limited partner unit, respectively)                                       (1,948,421 )              (1,067,928 )
                                                                   -------------------------    ----------------------
                                                                                  6,838,025                 7,994,094
                                                                   -------------------------    ----------------------

Total partners' capital                                                       $   7,185,537             $   8,334,862
                                                                   =========================    ======================

See accompanying notes to condensed financial statements.
</TABLE>



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


                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                 2000                1999
                                                                            ----------------    ---------------
<S><C>

Increase (Decrease) in Cash and Cash Equivalents:

    Net Cash Provided by Operating Activities                                     $ 633,893          $ 707,588
                                                                            ----------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and building                                      676,502                 --
                                                                            ----------------    ---------------
          Net cash provided by investing activities                                 676,502                 --
                                                                            ----------------    ---------------

    Cash Flows from Financing Activities:
       Proceeds from loan from corporate general
          partner                                                                        --             21,000
       Repayment of loan from corporate general
          partner                                                                        --            (21,000 )
       Distributions to limited partners                                           (800,946 )         (800,946 )
                                                                            ----------------    ---------------
          Net cash used in financing activities                                    (800,946 )         (800,946 )
                                                                            ----------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                                509,449            (93,358 )

Cash and Cash Equivalents at Beginning of Period                                  1,048,174            252,521
                                                                            ----------------    ---------------

Cash and Cash Equivalents at End of Period                                       $1,557,623          $ 159,163
                                                                            ================    ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Distributions declared and unpaid at end of
          quarter                                                                $1,414,457          $ 266,982
                                                                            ================    ===============
See accompanying notes to condensed financial statements.
</TABLE>


<PAGE>




                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2000 and 1999


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,  2000 may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2000.  Amounts as of December  31, 1999,  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,
         1999.

2. Land and Building on Operating Leases:


         Land and building on operating leases consisted of the following at:
<TABLE>
<CAPTION>

                                                                   September 30,             December 31,
                                                                        2000                     1999
                                                                ---------------------   -----------------------
<S><C>
            Land                                                       $   3,370,499             $   3,619,063
            Buildings                                                      5,150,817                 5,454,223
                                                                ---------------------   -----------------------
                                                                           8,521,316                 9,073,286
            Less accumulated depreciation                                 (2,199,247 )              (2,202,683 )
                                                                =====================   =======================
                                                                       $   6,322,069             $   6,870,603
                                                                =====================   =======================
</TABLE>

         In September 2000, the Partnership sold its property in Merritt Island,
         Florida for  $679,003  and  received  net sales  proceeds of  $676,502,
         resulting in a gain of $263,986 for financial reporting purposes.  This
         property was originally  acquired by the  Partnership in 1986 and had a
         cost totaling  approximately  $518,400,  excluding acquisition fees and
         miscellaneous acquisition expenses; therefore, the Partnership sold the
         property for approximately  $158,100 in excess of the original purchase
         price.



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2000 and 1999


3.       Allocations and Distributions:

         Generally, all net income and net losses of the Partnership,  excluding
         gains and losses from the sale of properties,  are allocated 99 percent
         to the  limited  partners  and one  percent  to the  general  partners.
         Distributions  of net  cash  flow are made 99  percent  to the  limited
         partners and one percent to the general  partners;  provided,  however,
         that the one percent of net cash flow to be  distributed to the general
         partners  is  subordinated  to receipt by the  limited  partners  of an
         aggregate, ten percent,  noncumulative,  noncompounded annual return on
         their adjusted capital contributions (the "10% Preferred Return").

         Generally,  net  sales  proceeds  from  the sale of  properties  not in
         liquidation  of the  Partnership,  to the extent  distributed,  will be
         distributed  first to the limited  partners in an amount  sufficient to
         provide  them with their  cumulative  10%  Preferred  Return,  plus the
         return of their adjusted  capital  contributions.  The general partners
         will then receive, to the extent previously  subordinated and unpaid, a
         one percent interest in all prior  distributions of net cash flow and a
         return of their capital  contributions.  Any remaining  sales  proceeds
         will be distributed 95 percent to the limited partners and five percent
         to the general  partners.  Any gain from the sale of a property  not in
         liquidation of the  Partnership  is, in general,  allocated in the same
         manner as net sales proceeds are distributable.  Any loss from the sale
         of a property is, in general,  allocated first, on a pro rata basis, to
         partners  with  positive  balances  in  their  capital  accounts;   and
         thereafter,  95 percent to the limited partners and five percent to the
         general partners.

         Generally,  net sales  proceeds from a liquidating  sale of properties,
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         account  balances,  in  proportion  to  such  balances,  up to  amounts
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter, any funds remaining shall then be distributed 95 percent to
         the limited partners and five percent to the general partners.

         During  the  nine  months  ended  September  30,  2000  and  1999,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $1,948,421 and $800,946,  respectively ($1,414,457 and $266,982 for the
         quarters  ended  September  30,  2000  and  1999,  respectively.)  This
         represents  distributions  of $64.95  and  $26.70 per unit for the nine
         months  ended  September  30, 2000 and 1999,  respectively  ($47.15 and
         $8.90 per unit for the  quarters  ended  September  30,  2000 and 1999,
         respectively.)  Distributions  for the nine months ended  September 30,
         2000, included $1,200,000 in a special distribution, as a result of



                              CNL INCOME FUND, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2000 and 1999


3.       Allocations and Distributions - Continued:

         the  distribution  of net  sales  proceeds  from the  2000  sale of the
         property in Merritt  Island,  Florida and the 1999 sale of the property
         in Kent Island,  Maryland.  This special distribution was effectively a
         return of a portion of the limited partners'  investment,  although, in
         accordance with the Partnership agreement,  $509,695 was applied toward
         the limited  partners' 10% Preferred Return and the balance of $690,305
         was treated as a return of capital  for  purposes  of  calculating  the
         limited  partners' 10% Preferred  Return.  As a result of the return of
         capital,   the  amount  of  the  limited  partners'   invested  capital
         contributions   (which  generally  is  the  limited  partners'  capital
         contributions,  less distributions from the sale of a property that are
         considered  to be a return of capital) was  decreased;  therefore,  the
         amount of the limited partners' invested capital contributions on which
         the 10% Preferred  Return is calculated was lowered  accordingly.  As a
         result of the sale of the property, the Partnership's total revenue was
         reduced,  while the majority of the  Partnership's  operating  expenses
         remained fixed. Therefore, distributions of net cash flow were adjusted
         during the quarter ended September 30, 2000. No distributions have been
         made to the general partners to date.

4.       Termination of Merger

         On March 1, 2000,  the general  partners  and CNL  American  Properties
         Fund, Inc.  ("APF") mutually agreed to terminate the Agreement and Plan
         of  Merger  entered  into in  March  1999.  The  general  partners  are
         continuing  to evaluate  strategic  alternatives  for the  Partnership,
         including alternatives to provide liquidity to the limited partners.




<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,
2000,  the  Partnership  owned 15 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.

Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30,  2000 and 1999 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 nine  months  ended
September 30, 2000 and 1999, the  Partnership  generated cash from operations of
$633,893 and $707,588,  respectively.  The decrease in cash from  operations for
the nine months ended  September  30, 2000 was  primarily a result of changes in
the Partnership's working capital.

     During September 2000, the Partnership sold its Property in Merritt Island,
Florida to a third party for a total of $679,003 and received net sales proceeds
of $676,502  resulting in a gain of $263,986 for financial  reporting  purposes.
This Property was originally  acquired by the Partnership in 1986 and had a cost
totaling  approximately  $518,400,  excluding acquisition fees and miscellaneous
acquisition  expenses;   therefore,   the  Partnership  sold  the  Property  for
approximately $158,100 in excess of the original purchase price. The Partnership
distributed the majority of the net sales proceeds to the limited  partners,  as
described below.

         Currently,  rental  income from the  Partnership's  Properties  and net
sales  proceeds  held by the  Partnership  pending  reinvestment  in  additional
Properties or  distribution  to limited  partners,  are invested in money market
accounts or other short-term,  highly liquid  investments such as demand deposit
accounts at commercial banks,  money market accounts and certificates of deposit
with less than a 30-day  maturity date,  pending the  Partnership's  use of such
funds to pay Partnership  expenses or to make distributions to the partners.  At
September 30, 2000, the Partnership  had $1,557,623  invested in such short-term
investments,  as compared to  $1,048,174  at December 31, 1999.  The increase in
cash and cash  equivalents  as of  September  30,  2000  was  attributed  to the
Partnership  holding  uninvested  net  sales  proceeds  from  the  sale  of  the
Properties in Merritt Island,  Florida, and Kent Island,  Maryland, as described
above. The funds remaining at September 30, 2000 will be used for the payment of
distributions and other liabilities.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         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.

         Total liabilities of the Partnership,  including distributions payable,
increased to  $1,570,831  at September  30, 2000,  from $490,823 at December 31,
1999,  primarily as a result of the Partnership  accruing a special distribution
of net sales  proceeds of $1,200,000  from the sale of the Properties in Merritt
Island,  Florida and Kent Island,  Maryland as described  below,  payable to the
limited partners at September 30, 2000. Total liabilities at September 30, 2000,
to the extent they exceed cash and cash  equivalents at September 30, 2000, will
be paid from future cash from  operations,  loans,  and in the event the general
partners  elect  to  make  additional  contributions,   from  general  partners'
contributions.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from operations,  and for the nine
months ended  September  30, 2000, a portion of the proceeds  received  from the
sale of the Properties described above, the Partnership  declared  distributions
to limited  partners  of  $1,948,421  and  $800,946  for the nine  months  ended
September  30, 2000 and 1999,  respectively  ($1,414,457  and  $266,982  for the
quarters  ended  September  30, 2000 and 1999,  respectively.)  This  represents
distributions  of $64.95 and $26.70 per unit for the nine months ended September
30,  2000 and  1999,  respectively  ($47.15  and $8.90  for the  quarters  ended
September 30, 2000 and 1999,  respectively.)  The  distribution  for the quarter
ended  September 30, 2000,  included  $1,200,000 of net sales  proceeds from the
2000 sale of the  Property in Merritt  Island,  Florida and the 1999 sale of the
Property in Kent Island,  Maryland.  This special distribution was effectively a
return of a portion of the limited partners investment;  although, in accordance
with the Partnership  agreement,  $509,695 was applied towards the 10% Preferred
Return,  on a  cumulative  basis,  and the balance of $690,305  was treated as a
return of capital for purposes of  calculating  the 10% Preferred  Return.  As a
result of the return of capital,  the amount of the limited  partners'  invested
capital   contributions  (which  generally  is  the  limited  partners'  capital
contributions,  less  distributions  from  the  sale  of  a  property  that  are
considered to be a return of capital) was  decreased;  therefore,  the amount of
the limited partners' invested capital  contributions on which the 10% Preferred
Return is  calculated  was lowered  accordingly.  As a result of the sale of the
Properties,  the  Partnership's  total  revenue  was  reduced and is expected to
remain reduced in subsequent  periods,  while the majority of the  Partnership's
operating  expenses  remained  and are  expected  to  remain  fixed.  Therefore,
distributions of net cash flow were adjusted commencing during the quarter ended
September 30, 2000. No  distributions  were made to the general partners for the
quarters  and nine  months  ended  September  30,  2000  and  1999.  No  amounts
distributed to the limited partners for the nine months ended September 30, 2000
and 1999,  except for  $690,305 as described  above,  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.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         During the nine months ended September 30, 1999, the Partnership  owned
and leased 14 wholly owned  Properties  (including  one Property in Kent Island,
Maryland,  which was sold in  October  1999) and during  the nine  months  ended
September 30, 2000, the Partnership  owned and leased 13 wholly owned Properties
(including one Property in Merritt Island,  Florida, which was sold in September
2000)  to  operators  of  fast-food  and  family-style   restaurant  chains.  In
connection therewith,  during the nine months ended September 30, 2000 and 1999,
the  Partnership  earned  $683,461  and  $730,797,  respectively,  in rental and
contingent rental income from these  Properties,  $226,036 and $248,638 of which
was earned during the quarters ended September 30, 2000 and 1999,  respectively.
Rental and contingent rental income decreased during the quarter and nine months
ended  September  30,  2000,  as compared  to the quarter and nine months  ended
September 30, 1999, by  approximately  $26,300 and $72,800,  respectively,  as a
result of the sales of the Kent  Island,  Maryland  Property in October 1999 and
the Merritt Island,  Florida  Property in September  2000. The general  partners
distributed the majority of the sales proceeds received from these Properties to
the limited  partners;  therefore,  revenues  are  expected to remain at reduced
amounts.

         The decrease in rental and  contingent  rental  income  during the nine
months ended  September 30, 2000, as compared to the nine months ended September
30, 1999, was partially  offset by an increase of  approximately  $11,800 due to
the fact that during the nine months ended  September 30, 1999, the  Partnership
established  an  allowance  for doubtful  accounts  for past due rental  amounts
relating to the Property in Mesquite,  Texas, due to financial  difficulties the
tenant was  experiencing.  No such  allowance  was  established  during the nine
months  ended  September  30,  2000.  In  addition,  the  decrease to rental and
contingent  rental  income was  partially  offset by an increase  in  contingent
rental income  primarily  attributable  to an increase in gross sales of certain
restaurant  properties,  the leases of which  require the payment of  contingent
rental income.

         During  the  nine  months  ended  September  30,  2000  and  1999,  the
Partnership  earned  $44,752 and  $6,625,  respectively,  in interest  and other
income,  $14,190  and  $1,422 of which was  earned  during  the  quarters  ended
September  30, 2000 and 1999,  respectively.  The increase in interest and other
income during the quarter and nine months ended  September 30, 2000, as compared
to the  quarter  and  nine  months  ended  September  30,  1999,  was  primarily
attributable to interest income earned on the net sales proceeds relating to the
1999 sale of the Property in Kent Island, Maryland,  pending distribution to the
limited partners or payment of liabilities of the Partnership.

         During  the  nine  months  ended  September  30,  2000  and  1999,  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 nine months ended September 30, 2000 and 1999,
the Partnership  earned $71,368 and $71,336,  respectively,  attributable to net
income earned by these joint  ventures,  $23,939 and $23,928 of which was earned
during the quarters ended September 30, 2000 and 1999, respectively.

         Operating expenses,  including  depreciation and amortization  expense,
were  $264,471 and $315,874  for the nine months  ended  September  30, 2000 and
1999, respectively,  of which $71,245 and $98,404 were incurred for the quarters
ended  September  30, 2000 and 1999,  respectively.  The  decrease in  operating
expenses for the quarter and nine months ended  September 30, 2000 was partially
attributable to the fact that the Partnership  incurred less  transaction  costs
related to the general partners retaining financial and legal advisors to assist
them in  evaluating  and  negotiating  the  proposed  merger  with CNL  American
Properties Fund, Inc. ("APF"),  due to the termination of the proposed merger as
described below in "Termination of Merger". In addition, the decrease during the
quarter and nine months ended September 30, 2000 was partially attributable to a
decrease in depreciation expense as a result of the 1999 sale of the Property in
Kent Island, Maryland.

         The decrease in operating  expenses  during the quarter and nine months
ended  September  30,  2000,  as compared  to the quarter and nine months  ended
September 30, 1999,  was partially  offset by an increase in (i)  administrative
expenses for servicing the  Partnership  and its  Properties  and (ii) state tax
expense.

         As a result of the sale of  Property  in Merritt  Island,  Florida,  as
described above in "Capital  Resources,"  the  Partnership  recognized a gain of
$263,986 for  financial  reporting  purposes  during the quarter and nine months
ended  September 30, 2000.  No Properties  were sold during the quarter and nine
months ended September 30, 1999.

Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
terminate  the  Agreement  and Plan of Merger  entered  into in March 1999.  The
general  partners are  continuing  to evaluate  strategic  alternatives  for the
Partnership,   including  alternatives  to  provide  liquidity  to  the  limited
partners.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


<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

              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.)

              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

                      No reports on Form 8-K were filed during the quarter ended
September 30, 2000.



<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 10th day of November, 2000.


                              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)


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