CNL INCOME FUND X 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
                                     0-20016
                     ---------------------------------------


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


           Florida                                           59-3004139
---------------------------------------              ------------------------
(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             5-6

         Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                 7-11

         Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk                                         11

Part II.

         Other Information                                                12-13





<PAGE>


                             CNL INCOME FUND X, 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 buildings                                                 $ 15,855,140           $ 16,391,447
  Net investment in direct financing leases                                    9,223,996              9,391,291
  Investment in joint ventures                                                 4,936,315              4,989,209
  Cash and cash equivalents                                                      646,311                967,094
  Receivables, less allowance for doubtful accounts
      of $135,180 and $122,914, respectively                                          --                100,952
  Prepaid expenses                                                                22,601                 19,283
  Lease costs, less accumulated amortization of $700                              11,300                     --
  Accrued rental income, less allowance for doubtful accounts of
      $3,388 and $1,210, respectively                                          1,398,853              1,353,160
  Other assets                                                                    33,404                 35,684
                                                                       ------------------     ------------------

                                                                            $ 32,127,920           $ 33,248,120
                                                                       ==================     ==================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable                                                            $   34,678             $  119,660
  Accrued and escrowed real estate taxes payable                                  33,960                  9,364
  Distributions payable                                                          900,001                900,001
  Due to related parties                                                         103,954                 60,116
  Rents paid in advance and deposits                                              35,614                 71,634
                                                                       ------------------     ------------------
      Total liabilities                                                        1,108,207              1,160,775

  Minority interest                                                               64,249                 65,051

  Partners' capital                                                           30,955,464             32,022,294
                                                                       ------------------     ------------------

                                                                             $32,127,920           $ 33,248,120
                                                                       ==================     ==================



           See accompanying notes to condensed financial statements.

<PAGE>


                             CNL INCOME FUND X, 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                      $ 489,015       $ 434,545         $1,394,549      $1,399,442
    Adjustments to accrued rental income                            --          (6,099 )               --         (18,296 )
    Earned income from direct financing leases                 244,481         263,036            737,852         826,051
    Contingent rental income                                     5,320           6,940              7,256          10,500
    Interest and other income                                   20,803          11,179             53,233          42,641
                                                           ------------    ------------      -------------    ------------
                                                               759,619         709,601          2,192,890       2,260,338
                                                           ------------    ------------      -------------    ------------

Expenses:
    General operating and administrative                        57,354          39,069            179,864         125,844
    Professional services                                        8,085          15,722             36,932          45,748
    Real estate taxes                                           10,362           4,351             37,056          21,261
    State and other taxes                                           --              --             22,581          14,682
    Depreciation                                                79,624          84,256            240,300         240,806
    Transaction costs                                               --          67,658             83,445         192,107
                                                           ------------    ------------      -------------    ------------
                                                               155,425         211,056            600,178         640,448
                                                           ------------    ------------      -------------    ------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture, Equity in Earnings of
    Unconsolidated Joint Ventures,  Gain (Loss) on
    Sale of Land, Buildings and Net Investment in
    Direct Financing Lease and Provision for Loss on
    Land and Building                                          604,194         498,545          1,592,712       1,619,890

Minority Interest in Income of Consolidated
    Joint Venture                                               (2,144 )        (2,193 )           (6,426 )        (6,171 )

Equity in Earnings of Unconsolidated Joint
    Ventures                                                   116,252          95,933            334,162         272,427

Gain (Loss) on Sale of Land, Buildings and Net
    Investment in Direct Financing Lease                            --         (42,141 )               --          32,499

Provision for Loss on Land and Building                             --              --           (287,275 )            --
                                                           ------------    ------------      -------------    ------------

Net Income                                                   $ 718,302        $550,144         $1,633,173      $1,918,645
                                                           ============    ============      =============    ============

Allocation of Net Income:
    General partners                                         $   7,183        $  5,642         $   17,168        $ 18,583
    Limited partners                                           711,119         544,502          1,616,005       1,900,062
                                                           ------------    ------------      -------------    ------------

                                                             $ 718,302        $550,144         $1,633,173      $1,918,645
                                                           ============    ============      =============    ============

Net Income Per Limited Partner Unit                          $    0.18        $   0.14         $     0.40      $     0.48
                                                           ============    ============      =============    ============

Weighted Average Number of Limited Partner
    Units Outstanding                                        4,000,000       4,000,000          4,000,000       4,000,000
                                                           ============    ============      =============    ============



           See accompanying notes to condensed financial statements.

<PAGE>
                             CNL INCOME FUND X, 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                                             $    252,935               $   229,725
    Net income                                                          17,168                    23,210
                                                     --------------------------   -----------------------
                                                                       270,103                   252,935
                                                     --------------------------   -----------------------

Limited partners:
    Beginning balance                                               31,769,359                33,123,172
    Net income                                                       1,616,005                 2,246,191
    Distributions ($0.68 and $0.90 per limited
       partner unit, respectively)                                  (2,700,003 )              (3,600,004 )
                                                     --------------------------   -----------------------
                                                                    30,685,361                31,769,359
                                                     --------------------------   -----------------------

Total partners' capital                                          $  30,955,464             $  32,022,294
                                                     ==========================   =======================



           See accompanying notes to condensed financial statements.
<PAGE>


                             CNL INCOME FUND X, 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                                  $2,398,448         $2,442,140
                                                                          ----------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                        --          2,081,725
       Additions to land and buildings on operating
          leases                                                                       --         (1,257,217 )
       Investment in joint ventures                                                    --           (802,431 )
       Decrease in restricted cash                                                     --            359,990
       Payment of lease costs                                                     (12,000 )               --
                                                                          ----------------    ---------------

              Net cash provided by investing activities                           (12,000 )          382,067
                                                                          ----------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (2,700,003 )       (2,700,003 )
       Distributions to holder of minority interest                                (7,228 )           (6,566 )
                                                                          ----------------    ---------------
              Net cash used in financing activities                            (2,707,231 )       (2,706,569 )
                                                                          ----------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                             (320,783 )          117,638

Cash and Cash Equivalents at Beginning of Period                                  967,094          1,835,972
                                                                          ----------------    ---------------

Cash and Cash Equivalents at End of Period                                      $ 646,311         $1,953,610
                                                                          ================    ===============

Supplemental Schedule of Non-Cash Financing Activities:

       Distributions declared and unpaid at end of
          period                                                                $ 900,001          $ 900,001
                                                                          ================    ===============



           See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>


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

         The Partnership accounts for its 88.26% interest in Allegan Real Estate
         Joint  Venture  using  the  consolidation  method.   Minority  interest
         represents the minority joint venture partner's  proportionate share of
         the  equity  in  the  Partnership's  consolidated  joint  venture.  All
         significant   intercompany   accounts   and   transactions   have  been
         eliminated.

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2000 presentation.  These  reclassifications
         had no effect on partner's capital or net income.

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                                            $ 9,076,722          $ 9,076,722
           Building                                          9,556,496           10,235,897
                                                     ------------------    -----------------
                                                            18,633,218           19,312,619
           Less accumulated depreciation                    (1,854,310 )         (1,654,894 )
                                                     ------------------    -----------------
                                                            16,778,908           17,657,725
           Less allowance for loss on
               land and building                              (923,768 )         (1,266,278 )
                                                     ------------------    -----------------

                                                          $ 15,855,140         $ 16,391,447
                                                     ==================    =================

</TABLE>



<PAGE>
                             CNL INCOME FUND X, 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:

         During the year ended  December 31, 1998,  the  Partnership  recorded a
         provision  for  loss  on  land  and  building  totalling  $908,518  for
         financial  reporting  purposes relating to the properties in Lancaster,
         New York,  and Homewood,  Alabama.  In connection  with the property in
         Homewood,  Alabama,  in January 2000,  the  Partnership  entered into a
         lease with a new  tenant  for a Kinko's  Copies  store.  In  connection
         therewith,  the Partnership  agreed to remove the old building from the
         property so the new tenant could  construct a new building.  Therefore,
         at December 31, 1999, the Partnership recorded an additional impairment
         on the building for $357,760,  representing the  undepreciated  cost of
         the old building, for financial reporting purposes. As of September 30,
         2000, the building was demolished and the total  undepreciated  cost of
         the old building of $629,785,  for which the  Partnership  had recorded
         impairments in 1999 and 1998, was removed from the accounts and no loss
         on demolition relating to the building was reflected in income.

         As of September 30, 2000, the Partnership recorded a provision for loss
         on land and building in the amount of $287,275 for financial  reporting
         purposes relating to the Perkins property in Ft. Pierce,  Florida.  The
         tenant of this  property  vacated the  property  and  discontinued  the
         payment  of rents to the  Partnership.  The  allowance  represents  the
         difference  between the carrying value of the property at September 30,
         2000 and the estimated net realizable value for this property.

3.       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.

4.       Subsequent Event:

         In October 2000, the  Partnership  entered into a promissory  note with
         the corporate  general  partner for a loan in the amount of $125,000 in
         connection  with  the  operations  of  the  Partnership.  The  loan  is
         uncollateralized,  non-interest  bearing  and  due  on  demand.  As  of
         November 10, 2000,  the  Partnership  had repaid the entire loan to the
         corporate general partner.


<PAGE>


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

         CNL  Income  Fund X, Ltd.  (the  "Partnership")  is a  Florida  limited
partnership  that was organized on April 16, 1990,  to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  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  49  Properties,  which  included
interests in 11 Properties owned by joint ventures in which the Partnership is a
co-venturer and two Properties  owned with affiliates of the general partners 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
$2,398,448 and $2,442,140 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 the  Partnership's
working capital.

         Currently,  rental income from the Partnership's Properties and any net
sales  proceeds  from  the  sale of  Properties,  pending  the  reinvestment  in
additional   Properties,   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 $646,311 invested in such short-term investments, as compared to $967,094 at
December 31, 1999. The funds remaining at September 30, 2000 will be used to pay
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.

         In October 2000, the  Partnership  entered into a promissory  note with
the corporate general partner for a loan in the amount of $125,000 in connection
with  the  operations  of  the  Partnership.   The  loan  is   uncollateralized,
non-interest bearing and due on demand. As of November 10, 2000, the Partnership
had repaid the entire loan to the corporate general partner.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,108,207 at September 30, 2000,  from  $1,160,775 at December 31,
1999,  primarily due to a decrease in accounts payable and rents paid in advance
at  September  30,  2000,  as compared to December  31,  1999.  The  decrease in
liabilities  at September 30, 2000 was partially  offset by a increase in due to
related  parties and accrued and escrowed real estate taxes payable at September
30, 2000 compared to December 31, 1999. 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, the loan from the general partners of $125,000,
as described above, the Partnership  declared  distributions to limited partners
of  $2,700,003  for each of the nine months  ended  September  30, 2000 and 1999
($900,001  for each of the quarters  ended  September  30, 2000 and 1999).  This
represents  distributions  for each  applicable  nine  months  of $0.68 per unit
($.023 per unit for each applicable quarter).  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, 1999, the  Partnership  and
its  consolidated  joint venture,  Allegan Real Estate Joint Venture,  owned and
leased 39 wholly owned Properties (which included two Properties which were sold
in 1999).  In addition,  during the nine months ended  September  30, 2000,  the
Partnership  and Allegan  Real Estate Joint  Venture  owned and leased 37 wholly
owned Properties 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  and Allegan Real Estate Joint Venture earned  $2,132,401
and $2,207,197,  respectively, in rental income from operating leases and earned
income from direct financing leases from these Properties, $733,496 and $691,482
of which was earned  during the  quarters  ended  September  30,  2000 and 1999,
respectively.  The increase in rental and earned income during the quarter ended
September  30, 2000, as compared to the quarter  ended  September 30, 1999,  was
partially  attributable  to and the decrease to rental and earned  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 in rental and earned
income of  approximately  $42,700 and $62,700 during the quarter and nine months
ended September 30, 2000, respectively,  as a result of the Partnership entering
into a new lease with a new tenant for the  Property  in  Homewood  Alabama.  In
December  1999,  the former  tenant of this  Property  vacated the  Property and
discontinued making rental payments to the Partnership. Rental and earned income
decreased  during the nine months  ended  September  30, 2000 as a result of the
fact that during the nine months  ended  September  30,  2000,  the  Partnership
wrote-off approximately $7,000 in past due rental amounts from the former tenant

         The  increase  to rental and earned  income  during the  quarter  ended
September  30,  2000,  was  partially  offset by, and the decrease in rental and
earned  income during the nine months ended  September  30, 2000,  was partially
attributable  to a decrease in rental and earned  income of $36,400 and $109,600
during the quarter and nine months ended September 30, 2000,  respectively,  due
to the fact that in September  1999,  the tenant of the Property in Ft.  Pierce,
Florida  vacated the Property and  discontinued  making  rental  payments to the
Partnership.  The increase in rental and earned  income during the quarter ended
September 30, 2000 was primarily attributable to, and the decrease in rental and
earned  income during the nine months ended  September  30, 2000,  was partially
offset by the fact that during the quarter and nine months ended  September  30,
1999,  the  Partnership  established  an  allowance  for  doubtful  accounts  of
approximately $64,000 and $69,000, respectively, for past due rental amounts. No
such  allowance  was  established  during  the  quarter  and nine  months  ended
September 30, 2000. 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. Rental and earned income are
expected  to remain  at  reduced  amounts  until  such  time as the  Partnership
executes a new lease or until the Property is sold and the proceeds  from such a
sale are reinvested in an additional Property.

         In  addition,  the  increase  to rental  and earned  income  during the
quarter  ended  September  30, 2000 was  partially  offset by, and the  decrease
during the nine months ended September 30, 2000, was partially  attributable to,
a decrease in rental and earned income of approximately $18,300 and $111,000 for
the quarter and nine months ended September 30, 2000, respectively,  as a result
of the sale of the Properties in Amherst,  New York in March 1999 and Fort Myers
Beach,  Florida in August 1999. The decrease in rental and earned income for the
nine months  ended  September  30, 2000 was  partially  offset by an increase in
rental and earned income of approximately $50,700 due to the reinvestment of the
net sales proceeds from the 1998 sale of the Property in Sacramento, California,
in a Property in San Marcos,  Texas,  in March 1999 and the  reinvestment of net
sales  proceeds  from the 1999 sale of the  Property in  Amherst,  New York in a
Property in Fremont, Nebraska in March 1999.

         The decrease to rental and earned  income  during the nine months ended
September 30, 2000 was also  attributable  to the  Partnership  establishing  an
allowance  for doubtful  accounts of  approximately  $11,900 for past due rental
amounts relating to the Properties in Las Cruces and Alamagorda,  New Mexico, in
accordance with Partnership policy. The general partners will continue to pursue
collection of these past due amounts and will  recognize  such amounts as income
if collected.

         Rental and earned  income  during the  quarters  and nine months  ended
September  30, 2000 and 1999  continued to remain at reduced  amounts due to the
fact that the  Partnership  is not receiving  any rental income  relating to the
vacant  Property in Lancaster,  New York. As a result of the tenant vacating the
Property in a prior  year,  rental and earned  income are  expected to remain at
reduced amounts until such time as the Partnership executes a new lease or until
the  Property is sold and the  proceeds  from such a sale are  reinvested  in an
additional Property. The Partnership is currently seeking either a new tenant or
purchaser for this Property.

         For the nine months ended  September 30, 2000 and 1999, the Partnership
also  owned  and  leased  nine  Properties   indirectly  through  joint  venture
arrangements  and two  Properties as  tenants-in-common  with  affiliates of the
general partners.  For the nine months ended September 30, 2000, the Partnership
also owned and leased one additional Property indirectly through a joint venture
arrangement. In connection therewith, during the nine months ended September 30,
2000 and 1999,  the  Partnership  earned  $334,162 and  $272,427,  respectively,
$116,252 and $95,933 of which was earned during the quarters ended September 30,
2000 and 1999, respectively. The increase in net income earned by unconsolidated
joint ventures  during the quarter and nine months ended September 30, 2000, was
primarily  attributable  to  the  Partnership  investing  in the  joint  venture
arrangements,  Ocean  Shores  Joint  Venture,  in January  1999 and Peoria Joint
Venture, in November 1999.

         Operating expenses,  including  depreciation and amortization  expense,
were  $600,178 and $640,448  for the nine months  ended  September  30, 2000 and
1999,  respectively,  of which  $155,425  and  $211,056  were  incurred  for the
quarters  ended  September  30,  2000 and 1999,  respectively.  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 due 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."

         The  decrease  in  operating  expenses  for 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 the fact  that the  Partnership
recorded  legal  expenses,  insurance and real estate tax expense as a result of
the tenant of the  Property in Ft.  Pierce,  Florida  vacating  the Property and
discontinuing  the payment of rent to the  Partnership  in  September  1999,  as
described above. The Partnership will continue to incur certain  expenses,  such
as real estate taxes,  insurance and maintenance relating to the Property in Ft.
Pierce,  Florida and the Property in Lancaster,  New York,  which is vacant,  as
described  above,  until  replacement  tenants or  purchasers  are located.  The
Partnership is currently  seeking either  replacement  tenants or purchasers for
these Properties.

         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  administrative
expenses for servicing the Partnership and its Properties.

         As a result of the sale of the Property in Amherst, New York during the
nine  months  ended  September  30,  1999,  the  Partnership  recorded a gain of
$74,640.  As a result of the sale of the Property in Fort Myers Beach,  Florida,
during the quarter and nine months ended  September  30, 1999,  the  Partnership
recorded a loss of $42,141 for financial reporting purposes.  No Properties were
sold during the nine months ended September 30, 2000.

         During the nine  months  ended  September  30,  2000,  the  Partnership
recorded a provision for loss on land and building in the amount of $287,275 for
financial  reporting  purposes  relating to a Perkins  Property  in Ft.  Pierce,
Florida,  the tenant of which vacated the Property and  discontinued the payment
of rents. The allowance  represents the difference between the carrying value of
the Property at September 30, 2000 and the estimated  net  realizable  value for
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.    Default upon Senior Securities.   Inapplicable.

Item 4.    Submission of Matters to a Vote of Security Holders.   Inapplicable.

Item 5.    Other Information.        Inapplicable.

Item 6.    Exhibits and Reports on Form 8-K.

           (a)   Exhibits

                 3.1      Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income  Fund X, Ltd.  (Included  as Exhibit 3.2 to
                          Registration  Statement No.  33-35049 on Form S-11 and
                          incorporated herein by reference.)

                 4.1      Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income  Fund X, Ltd.  (Included  as Exhibit 3.2 to
                          Registration  Statement No.  33-35049 on Form S-11 and
                          incorporated herein by reference.)

                 4.2      Amended and Restated Agreement of Limited  Partnership
                          of CNL Income Fund X, Ltd. (Included as Exhibit 3.3 to
                          Post-Effective   Amendment   No.  4  to   Registration
                          Statement No.  33-35049 on Form S-11 and  incorporated
                          herein by reference.)

                 10.1     Management  Agreement  between CNL Income Fund X, Ltd.
                          and CNL Investment  Company  (Included as Exhibit 10.1
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on March 17, 1998, and incorporated  herein
                          by reference.)

                 10.2     Assignment of Management Agreement from CNL Investment
                          Company to CNL Income Fund Advisors, Inc. (Included as
                          Exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                 10.3     Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                 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 X, 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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