CNL INCOME FUND IV 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
                                     0-17549
                     ---------------------------------------


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


          Florida                                            59-2854435
---------------------------------------              ------------------------
(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 _____




<PAGE>


                                    CONTENTS




                                                                         Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                            1

                      Condensed Statements of Income                      2

                      Condensed Statements of Partners' Capital           3

                      Condensed Statements of Cash Flows                  4

                      Notes to Condensed Financial Statements             5-8

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                 9-14

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                         14

Part II.

     Other Information                                                    15-16





<PAGE>


                            CNL INCOME FUND IV, 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  and  allowance  for loss
       on land and building                                             $ 13,041,591             $ 15,080,971
   Net investment in direct financing leases                                 344,057                1,189,488
   Investment in joint ventures                                            3,271,856                3,332,012
   Cash and cash equivalents                                               3,777,569                  725,493
   Receivables, less allowance for doubtful accounts
       of $272,118 and $215,029, respectively                                 56,360                  141,675
   Prepaid expenses                                                           14,319                   15,383
   Lease costs, less accumulated amortization of
       $22,534 and $26,113, respectively                                       1,410                   29,031
   Accrued rental income                                                     247,200                  314,266
                                                                  -------------------      -------------------

                                                                        $ 20,754,362             $ 20,828,319
                                                                  ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                     $     34,808             $     91,074
   Accrued and escrowed real estate taxes payable                            102,420                   63,585
   Distributions payable                                                   3,325,000                  600,000
   Due to related parties                                                    226,964                  241,509
   Rents paid in advance and deposits                                         13,732                   64,792
                                                                  -------------------      -------------------
       Total liabilities                                                   3,702,924                1,060,960

   Partners' capital                                                      17,051,438               19,767,359
                                                                  -------------------      -------------------

                                                                        $ 20,754,362             $ 20,828,319
                                                                  ===================      ===================



           See accompanying notes to condensed financial statements.


<PAGE>


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


                                                                Quarter Ended                    Nine Months Ended
                                                                September 30,                      September 30,
                                                             2000            1999              2000               1999
                                                         -------------    ------------     --------------     -------------
Revenues:
    Rental income from operating leases                      $372,013       $ 515,904        $ 1,400,592       $ 1,509,297
    Adjustment to accrued rental income                            --              --            (51,520 )              --
    Earned income from direct financing leases                 10,453          30,595             70,236            92,585
    Contingent rental income                                    1,741          30,685             15,242            65,059
    Interest and other income                                  28,914           7,288             59,912            24,257
                                                         -------------    ------------     --------------     -------------
                                                              413,121         584,472          1,494,462         1,691,198
                                                         -------------    ------------     --------------     -------------

Expenses:
    General operating and administrative                       49,805          31,987            146,938           103,577
    Bad debt                                                       --              --             12,685                --
    Professional services                                      12,727           6,665             36,365            28,029
    Real estate taxes                                          22,407           6,257             46,548            20,112
    State and other taxes                                          10           1,635             17,759            17,030
    Depreciation and amortization                              90,941         102,486            320,925           307,490
    Transaction costs                                              --          52,300             61,442           156,466
                                                         -------------    ------------     --------------     -------------
                                                              175,890         201,330            642,662           632,704
                                                         -------------    ------------     --------------     -------------

Income Before Equity in Earnings of Joint
    Ventures, Gain on Sale of Land and
    Buildings and Provision for Loss on Land
    and Building                                              237,231         383,142            851,800         1,058,494

Equity in Earnings of Joint Ventures                           71,069          69,847            210,199           216,463

Gain on Sale of Land and Buildings                            582,112              --          1,134,692                --

Provision for Loss on Land and Building                            --              --           (387,612 )              --
                                                         -------------    ------------     --------------     -------------

Net Income                                                   $890,412       $ 452,989        $ 1,809,079       $ 1,274,957
                                                         =============    ============     ==============     =============

Allocation of Net Income:
    General partners                                         $  6,368       $   4,529        $     2,459       $    12,749
    Limited partners                                          884,044         448,460          1,806,620         1,262,208
                                                         -------------    ------------     --------------     -------------

                                                             $890,412       $ 452,989        $ 1,809,079       $ 1,274,957
                                                         =============    ============     ==============     =============

Net Income Per Limited Partner Unit                          $  14.73       $    7.47        $     30.11       $     21.04
                                                         =============    ============     ==============     =============

Weighted Average Number of Limited Partner
    Units Outstanding                                          60,000          60,000             60,000            60,000
                                                         =============    ============     ==============     =============

           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                           Nine Months Ended                Year Ended
                                                             September 30,                 December 31,
                                                                 2000                          1999
                                                       --------------------------     -----------------------

General partners:
    Beginning balance                                               $    787,351                 $   769,078
    Net income                                                             2,459                      18,273
                                                       --------------------------     -----------------------
                                                                         789,810                     787,351
                                                       --------------------------     -----------------------

Limited partners:
    Beginning balance                                                 18,980,008                  19,570,922
    Net income                                                         1,806,620                   1,809,086
    Distributions ($75.42 and $40 per limited
       partner unit, respectively)                                    (4,525,000 )                (2,400,000 )
                                                       --------------------------     -----------------------
                                                                      16,261,628                  18,980,008
                                                       --------------------------     -----------------------

Total partners' capital                                            $  17,051,438               $  19,767,359
                                                       ==========================     =======================



           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                       Nine Months Ended
                                                                         September 30,
                                                                    2000               1999
                                                               ---------------    ----------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                      $1,409,168          $1,868,820
                                                               ---------------    ----------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                     3,442,908                  --
       Investment in joint ventures                                        --            (533,200 )
       Decrease in restricted cash                                         --             533,598
       Payment of lease costs                                              --             (15,600 )
                                                               ---------------    ----------------

              Net cash provided by (used in) investing
                  activities                                        3,442,908             (15,202 )
                                                               ---------------    ----------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                           (1,800,000 )        (1,800,000 )
                                                               ---------------    ----------------
              Net cash used in financing activities                (1,800,000 )        (1,800,000 )
                                                               ---------------    ----------------

Net Increase in Cash and Cash Equivalents                           3,052,076              53,618

Cash and Cash Equivalents at Beginning of Period                      725,493             739,382
                                                               ---------------    ----------------

Cash and Cash Equivalents at End of Period                         $3,777,569           $ 793,000
                                                               ===============    ================

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Deferred real estate disposition fees incurred
          and unpaid at end of period                               $ 103,457           $      --
                                                               ===============    ================

       Distributions declared and unpaid at end
          of period                                                $3,325,000           $ 600,000
                                                               ===============    ================
</TABLE>



           See accompanying notes to condensed financial statements.
<PAGE>



                            CNL INCOME FUND IV, 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 IV, Ltd. (the  "Partnership")  for the year ended  December
         31, 1999.

2.       Land and Buildings on Operating Leases:

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

                                                          September 30,        December 31,
                                                               2000                1999
                                                        -------------------  -------------------
<S> <C>
               Land                                           $  6,529,801         $ 7,244,512
               Buildings                                        10,834,308          11,986,556
                                                        -------------------  -------------------
                                                                17,364,109          19,231,068
               Less accumulated depreciation                    (3,934,906 )        (4,150,097  )
                                                        -------------------  -------------------
                                                                13,429,203          15,080,971
               Less allowance for loss on land and
                  building                                        (387,612 )                --
                                                        -------------------  -------------------

                                                              $ 13,041,591        $ 15,080,971
                                                        ===================  ===================



</TABLE>

<PAGE>


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


2.       Land and Buildings on Operating Leases - Continued:

         In June 2000, the Partnership sold its property in Detroit, Michigan to
         the  tenant  for   $1,095,000   and  received  net  sales  proceeds  of
         $1,089,325, resulting in a gain of approximately $552,600 for financial
         reporting  purposes.  This  property  was  originally  acquired  by the
         Partnership in October 1988 and had a cost of  approximately  $614,500,
         excluding  acquisition  fees and  miscellaneous  acquisition  expenses;
         therefore, the Partnership sold the property for approximately $474,800
         in excess of its original  purchase price. In connection with the sale,
         the  Partnership  incurred  a  deferred,   subordinated,   real  estate
         disposition fee of $32,850 (see Note 3).

         In July 2000, the  Partnership  sold its properties in Temple  Terrace,
         Florida and Punta Gorda,  Florida,  to third party for  $2,353,583  and
         received net sales proceeds of approximately  $2,283,000 resulting in a
         gain of approximately $582,100 for financial reporting purposes.  These
         properties were originally acquired by the Partnership in March of 1989
         and had a cost of approximately  $2,081,700 excluding  acquisition fees
         and miscellaneous acquisition expenses; therefore, the Partnership sold
         the properties for  approximately  $201,300 in excess of their original
         purchase prices. In connection with the sales, the Partnership incurred
         deferred,  subordinated,  real estate disposition fees of $70,607. (see
         Note 3)

         During the nine  months  ended  September  30,  2000,  the  Partnership
         recorded a provision for loss on land and building of $387,612 relating
         to the  property  in Palm Bay,  Florida.  The  tenant of this  property
         vacated  the  property  and  discontinued  the  payment  of  rent.  The
         allowance  represents the difference  between the carrying value of the
         property at September 30, 2000, and the estimated net realizable  value
         of the property.

3.       Allocations and Distributions:

         Generally, all net income and net losses of the Partnership,  excluding
         gains and losses from the sale of property, 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,  cumulative,  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

<PAGE>



                            CNL INCOME FUND IV, 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:

         amount sufficient to provide them with their 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  not in  liquidation  of the
         Partnership  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
         accounts  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
         $4,525,000 and  $1,800,000,  respectively  ($3,325,000 and $600,000 for
         the quarters  ended  September 30, 2000 and 1999,  respectively.)  This
         represents  distributions  of $75.42  and  $30.00 per unit for the nine
         months  ended  September  30, 2000 and 1999,  respectively  ($55.42 and
         $10.00 per unit for the  quarters  ended  September  30, 2000 and 1999,
         respectively.)  Distributions  for the nine months ended  September 30,
         2000, included $2,800,000 in a special distribution, as a result of the
         distribution  of net sales  proceeds from the sale of the properties in
         Temple  Terrace and Punta Gorda,  Florida and Detroit,  Michigan.  This
         amount was applied toward the limited  partners' 10% Preferred  Return.
         No distributions have been made to the general partners to date.


<PAGE>


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


4.       Related Party Transactions:

         An  affiliate  of the  Partnership  is  entitled to receive a deferred,
         subordinated real estate  disposition fee, payable upon the sale of one
         or more  properties  based on the lesser of one-half  of a  competitive
         real  estate  commission  or three  percent  of the sales  price if the
         affiliate  provides a substantial amount of services in connection with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to  receipt  by the  limited  partners  of  their
         aggregate   10%  preferred   return,   plus  their   adjusted   capital
         contributions.  For the  quarter and nine months  ended  September  30,
         2000, the Partnership incurred $103,457 as deferred, subordinated, real
         estate disposition fees as a result of the sale of properties (see Note
         2).  No  deferred,  subordinated,  real  estate  disposition  fees were
         incurred for the quarter and nine months ended September 30, 1999.

5.       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 IV,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership that was organized on November 18, 1987, 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 and family-style  restaurant chains (collectively,  the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs  and  maintenance,  property  taxes,  insurance  and  utilities.  As  of
September  30,  2000,  the  Partnership  owned  35  Properties,  which  included
interests in six Properties  owned by joint ventures in which the Partnership is
a co-venturer and two Properties 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).  Cash  from  operations  was
$1,409,168 and $1,868,820 for the nine months ended September 30, 2000 and 1999,
respectively.  The  decrease in cash from  operations  for the nine months ended
September  30, 2000 was primarily a result of changes in revenues and expense as
described  below in "Results of  Operations"  and a change in the  Partnership's
working capital.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 2000.

         In June 2000, the Partnership  sold its Property in Detroit,  Michigan,
to the tenant for  $1,095,000  and  received net sales  proceeds of  $1,089,325,
resulting in a gain of approximately  $552,600 for financial reporting purposes.
This Property was originally acquired by the Partnership in October 1988 and had
a cost of approximately  $614,500,  excluding acquisition fees and miscellaneous
acquisition  expenses;   therefore,  the  Partnership  sold  this  Property  for
approximately  $474,800 in excess of its original  purchase price. In connection
with the sale, the Partnership incurred a deferred,  real estate disposition fee
of $32,850.  The Partnership  distributed the majority of the net sales proceeds
to the limited partners, as described below.

         In July 2000, the Partnership sold its Properties in Temple Terrace and
Punta  Gorda,  Florida to a third party for  $2,353,583  and  received net sales
proceeds  of  approximately  $2,283,000,  resulting  in a gain of  $582,100  for
financial reporting  purposes.  These Properties were originally acquired by the
Partnership in March 1989 and had a cost of approximately $2,081,700,  excluding
acquisition  fees  and  miscellaneous   acquisition  expenses;   therefore,  the
Partnership sold these Properties for approximately  $201,300 in excess of their
original purchase prices. In connection with the sales, the Partnership incurred
deferred,  real estate disposition fees of $70,607. 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 any net
sales  proceeds  from the sale of  Properties  pending  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 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
$3,777,569 invested in such short-term  investments,  as compared to $725,493 at
December 31, 1999. The increase in cash and cash  equivalents  was primarily due
to the  receipt  of net  sales  proceeds  from  the  sale  of the  Partnership's
Properties as described  above. The funds remaining at September 30, 2000, after
payment  of  distributions  and  other  liabilities  will be  used  to meet  the
Partnership's working capital and other needs.

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 $3,702,924  at September  30, 2000 from  $1,060,960 at December 31,
1999. The increase in liabilities at September 30, 2000, as compared to December
31, 1999, was primarily  attributable to accruing a special  distribution of net
sales proceeds of $2,800,000  from the sale of the Properties in Temple Terrace,
Punta Gorda,  Florida, and Detroit,  Michigan as described above, payable to the
limited  partners at September 30, 2000.  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  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.  The general  partners
believe that the  Partnership  has  sufficient  cash on hand to meet its working
capital needs.

         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 $4,525,000  and  $1,800,000  for the nine
months ended September 30, 2000 and 1999, respectively  ($3,325,000 and $600,000
for the  quarters  ended  September  30,  2000  and  1999,  respectively.)  This
represents distributions of $75.42 and $30.00 per unit for the nine months ended
September  30, 2000 and 1999,  respectively  ($55.42 and $10.00 for the quarters
ended  September  30, 2000 and 1999,  respectively.)  The  distribution  for the
quarter ended September 30, 2000, included $2,800,000 of net sales proceeds from
the sale of the  Properties  in Temple  Terrace  and Punta  Gorda,  Florida  and
Detroit,  Michigan.  This special  distribution  was  effectively  a return of a
portion of the limited partners'  investment,  although,  in accordance with the
Partnership agreement,  it was applied to the limited partners' unpaid preferred
return.  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, 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,  2000  and  1999,  the
Partnership  owned and leased 30 wholly owned  Properties  (which included three
Properties  sold in 2000)  generally 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  $1,419,308 and $1,601,882,
respectively,  in rental income from  operating  leases (net of  adjustments  to
accrued rental income) and earned income from direct financing leases,  $382,466
and $546,499 of which was earned  during the quarters  ended  September 30, 2000
and 1999, respectively. The decrease in rental and earned income for the quarter
and nine months  ended  September  30, 2000 was  partially  due to a decrease in
rental and earned income of  approximately  $28,700  during the quarter and nine
months ended  September 30, 2000, due to the fact that in 1998 the tenant of the
Property in Richmond,  Virginia filed for bankruptcy and, during the quarter and
nine months  ended  September  30,  2000,  rejected  the lease  relating to this
Property,  which was the only Property leased by this tenant.  As a result,  the
tenant discontinued making rental payments on the rejected lease. In conjunction
with the rejected lease,  during the quarter and nine months ended September 30,
2000, the Partnership reversed  approximately  $38,700 of accrued rental income.
The accrued  rental  income was the  accumulated  amount of non-cash  accounting
adjustments  previously  recorded in order to recognize  future  scheduled  rent
increases as income evenly over the term of the lease.  The Partnership will not
recognize  any rental and earned  income from this vacant  Property  until a new
tenant  for this  Property  is  located  or until the  Property  is sold and the
proceeds from such sale are  reinvested in an additional  Property.  The general
partners are currently  seeking  either a new tenant or purchaser for the vacant
Property whose lease was rejected. The lost revenues resulting from the rejected
and vacant Property 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.

         The  decrease in rental and earned  income  during the quarter and nine
months ended  September 30, 2000 was also due to a decrease in rental and earned
income of  approximately  $19,500 and  $58,500,  for the quarter and nine months
ended September 30, 2000,  respectively,  due to the fact that in December 1999,
the Property in Topeka,  Kansas  vacated the Property  and  discontinued  making
rental payments. The Partnership will not recognize any rental and earned income
relating  to this  Property  until the  Partnership  finds a new tenant for this
Property  or sells the  Property  and  reinvests  the net sales  proceeds  in an
additional  Property.  The Partnership is currently seeking either a replacement
tenant or purchaser for this Property.

         Rental and earned income  decreased  during the quarter and nine months
ended  September 30, 2000 by  approximately  $20,000 due to the fact that in May
2000, the tenant of the Property in Palm Bay,  Florida  vacated the Property and
discontinued making rental payments.  In addition,  during the nine months ended
September 30, 2000, the Partnership  reversed  approximately  $12,830 of accrued
rental income.  The accrued rental income was the accumulated amount of non-cash
accounting   adjustments  previously  recorded  in  order  to  recognize  future
scheduled  rent  increases as income evenly over the term of the lease.  No such
amounts were  reversed  during the nine months  ended  September  30, 1999.  The
general  partners will continue to pursue  collection of past due rental amounts
relating  to this  Property  and  will  recognize  such  amounts  as  income  if
collected.  The  Partnership  will not  recognize  any rental and earned  income
relating  to this  Property  until the  Partnership  finds a new tenant for this
Property  or sells the  Property  and  reinvests  the net sales  proceeds  in an
additional  Property.  The Partnership is currently seeking either a replacement
tenant or purchaser for this Property.  The decrease in rental and earned income
during the nine months ended  September 30, 2000,  was  partially  offset by the
fact that during the nine months  ended  September  30,  2000,  the  Partnership
collected  and  recognized  as income  approximately  $39,000 in past due rental
amounts  from the  guarantor  of the former  tenant of the Property in Palm Bay,
Florida.

         The  decrease in rental and earned  income  during the quarter and nine
months  ended  September  30,  2000,  was  partially  offset by an  increase  of
approximately $11,400 during the nine months ended September 30, 2000 due to the
fact that the  Partnership  collected  and  recognized as income past due rental
amounts for which the  Partnership  had previously  established an allowance for
doubtful  accounts  relating to its  Properties in Dundee,  Michigan and Marion,
Ohio.

         Rental and earned income also  decreased by  approximately  $71,800 and
$73,200,  respectively,  during the quarter and nine months ended  September 30,
2000 due to the fact that in June 2000,  the  Partnership  sold its  Property in
Detroit,  Michigan and in July 2000 also sold its  Properties in Temple  Terrace
and Punta Gorda, Florida, as described above in "Capital Resources."

         During  the  nine  months  ended  September  30,  2000  and  1999,  the
Partnership also earned $15,242 and $65,059,  respectively, in contingent rental
income,  $1,741  and  $30,685  of which was earned  during  the  quarters  ended
September 20, 2000 and 1999,  respectively.  The decrease in  contingent  rental
income during the quarter and nine months ended September 30, 2000 was primarily
attributable to a decrease 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 owned and leased six Properties  through joint venture  arrangements
and two Properties as tenants-in-common with affiliates of the general partners.
In  connection  therewith,  during the nine months ended  September 30, 2000 and
1999, the Partnership  earned $210,199 and $216,463,  respectively,  $71,069 and
$69,847 of which was earned  during the quarters  ended  September  30, 2000 and
1999,  respectively.  Net income earned by joint ventures during the nine months
ended September 30, 2000, was less than that earned during the nine months ended
September 30, 1999, due to the fact that during the nine months ended  September
30, 2000,  Auburn Joint Venture  adjusted  estimated  contingent  rental amounts
accrued at December 31, 1999, to actual amounts received.

                  Operating expenses,  including  depreciation and amortization,
were  $642,662 and $632,704  for the nine months  ended  September  30, 2000 and
1999,  respectively,  of which  $175,890 and $201,330 were  incurred  during the
quarters  ended  September  30,  2000 and 1999,  respectively.  The  decrease in
operating  expenses  during the quarter  ended  September 30, 2000 was primarily
attributable  to, and the increase in operating  expenses during the nine months
ended September 30, 2000, was partially  offset by the fact that the Partnership
incurred  less  transaction  costs  during the  quarter  and nine  months  ended
September 30, 2000,  relating 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 in "Termination of Merger" below. The decrease in
operating  expenses  during the quarter  ended  September 30, 2000 was partially
offset by, and the increase  during the nine months ended September 30, 2000 was
partially attributable to, an increase in administrative  expenses for servicing
the  Partnership  and its Properties and incurring  expenses such as legal fees,
insurance,  real  estate  taxes and  repairs  and  maintenance  relating  to the
Properties  in  Topeka,  Kansas  and Palm Bay,  Florida,  for  which the  tenant
defaulted  under the terms of its lease  agreements,  as  described  above.  The
increase in  operating  expenses  was also due to an  increase  in  amortization
expense due to the Partnership  expensing the balance of unamortized lease costs
relating  to the  Partnership's  Property  in Palm Bay,  Florida,  for which the
tenant defaulted under the terms of its lease agreement, as described above. The
Partnership  has  incurred  and  expects to incur  operating  expenses,  such as
repairs and  maintenance,  insurance and real estate taxes relating to these two
Properties until they are sold or re-leased to new tenants. The general partners
are currently seeking new tenants or purchasers for these Properties.

         The  increase  in  operating  expenses  during  the nine  months  ended
September  30,  2000 was also  partially  due to the fact that  during  the nine
months ended  September  30,  2000,  the  Partnership  recorded bad debt expense
relating to past due rental  amounts for the  Property  in Topeka,  Kansas.  The
tenant  vacated this Property and  discontinued  operations in December 1999. No
such amounts were recorded  during the nine months ended September 30, 1999. The
general  partners will continue to pursue  collection of past due rental amounts
relating  to this  Property  and  will  recognize  such  amounts  as  income  if
collected.  The general  partners are currently  seeking  either a new tenant or
purchaser for this Property.

         As a result of the sale of the  Properties in Temple  Terrace and Punta
Gorda, Florida,  during the quarter and nine months ended September 30, 2000, as
described above in "Capital  Resources,"  the  Partnership  recognized a gain of
approximately $582,100 for financial reporting purposes.  During the nine months
ended September 30, 2000, the Partnership  sold a Property in Detroit,  Michigan
and  recognized  a  gain  of  approximately  $552,600  for  financial  reporting
purposes.  No  Properties  were sold during the  quarter  and nine months  ended
September 30, 1999.

         During the nine  months  ended  September  30,  2000,  the  Partnership
recorded a provision  for loss on land and  building of $387,612  for  financial
reporting purposes relating to the Property in Palm Bay, Florida.  The tenant of
this  Property  vacated the  Property  and  discontinued  payment of rents.  The
allowance  represented the difference between the carrying value of the Property
at September 30, 2000, and the estimated net  realizable  value of the Property.
No such allowance was recorded during the 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
                         IV, Ltd. (Included as Exhibit 3.1 in Amendment No. 1 to
                         Registration  Statement  No.  33-20249 on Form S-11 and
                         incorporated herein by reference.)

                3.2      Amended  and  Restated  Agreement  and  Certificate  of
                         Limited   Partnership  of  CNL  Income  Fund  IV,  Ltd.
                         (Included  as  Exhibit  3.2 to Form 10-K filed with the
                         Securities  and Exchange  Commission on March 31, 1994,
                         and incorporated herein by reference.)

                4.1      Certificate  of Limited  Partnership of CNL Income Fund
                         IV, Ltd. (Included as Exhibit 3.1 in Amendment No. 1 to
                         Registration  Statement  No.  33-20249 on Form S-11 and
                         incorporated herein by reference.)

                4.2      Amended  and  Restated  Agreement  and  Certificate  of
                         Limited   Partnership  of  CNL  Income  Fund  IV,  Ltd.
                         (Included  as  Exhibit  3.2 to Form 10-K filed with the
                         Securities  and Exchange  Commission on March 31, 1994,
                         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 31, 1994, and  incorporated  herein
                         by reference.)


<PAGE>



                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 April 1, 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 IV, 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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