CNL INCOME FUND X LTD
10-Q, 2000-08-10
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 June 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           7-10

         Item 3.     Quantitative and Qualitative Disclosures About
                          Market Risk                                   10

Part II.

         Other Information                                              11-13





<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>

<CAPTION>


                                                                           June 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                                                 $ 15,934,464           $ 16,391,447
  Net investment in direct financing leases                                    9,281,230              9,391,291
  Investment in joint ventures                                                 4,951,280              4,989,209
  Cash and cash equivalents                                                      754,405                967,094
  Receivables, less allowance for doubtful accounts
      of $202,957 and $122,914, respectively                                      28,467                100,952
  Due from related parties                                                         5,587                  9,428
  Prepaid expenses                                                                25,951                 19,283
  Lease costs, less accumulated amortization of $400                              11,600                     --
  Accrued rental income, less allowance for doubtful accounts of
      $2,662 and $1,210, respectively                                          1,383,183              1,353,160
  Other assets                                                                    33,404                 35,684
                                                                       ------------------     ------------------

                                                                            $ 32,409,571           $ 33,257,548
                                                                       ==================     ==================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable                                                          $     34,940           $    119,660
  Accrued and escrowed real estate taxes payable                                  19,279                  9,364
  Distributions payable                                                          900,001                900,001
  Due to related parties                                                         146,916                 69,544
  Rents paid in advance and deposits                                             106,933                 71,634
                                                                       ------------------     ------------------
      Total liabilities                                                        1,208,069              1,170,203

  Minority interest                                                               64,339                 65,051

  Partners' capital                                                           31,137,163             32,022,294
                                                                       ------------------     ------------------

                                                                            $ 32,409,571           $ 33,257,548
                                                                       ==================     ==================


           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                               Quarter Ended                    Six Months Ended
                                                                 June 30,                           June 30,
                                                           2000            1999              2000             1999
                                                        ------------    ------------      ------------     ------------
Revenues:
    Rental income from operating leases                   $ 477,962       $ 507,803         $ 907,470        $ 956,260
    Earned income from direct financing leases              245,964         286,157           493,371          563,015
    Interest and other income                                 4,409          17,748            32,430           31,462
                                                        ------------    ------------      ------------     ------------
                                                            728,335         811,708         1,433,271        1,550,737
                                                        ------------    ------------      ------------     ------------

Expenses:
    General operating and administrative                     60,490          36,293           122,510           86,775
    Professional services                                     6,436          19,981            28,847           30,026
    Real estate taxes                                        13,347           5,306            26,694           16,910
    State and other taxes                                        65             105            22,581           14,682
    Depreciation and amortization                            79,724          84,256           160,676          156,550
    Transaction costs                                        37,699          90,788            83,445          124,449
                                                        ------------    ------------      ------------     ------------
                                                            197,761         236,729           444,753          429,392
                                                        ------------    ------------      ------------     ------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture, Equity in
    Earnings of Unconsolidated Joint Ventures,
    Gain on Sale of Land and Building, and
    Provision for Loss on Land and Building                 530,574         574,979           988,518        1,121,345

Minority Interest in Income of Consolidated
    Joint Venture                                            (2,064 )        (2,099 )          (4,282 )         (3,978 )

Equity in Earnings of Unconsolidated Joint
    Ventures                                                114,464          95,090           217,910          176,494

Gain on Sale of Land and Building                                --              --                --           74,640

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

Net Income                                                $ 642,974       $ 667,970         $ 914,871       $1,368,501
                                                        ============    ============      ============     ============

Allocation of Net Income:
    General partners                                       $  6,430        $  6,680          $  9,985         $ 12,941
    Limited partners                                        636,544         661,290           904,886        1,355,560
                                                        ------------    ------------      ------------     ------------

                                                          $ 642,974       $ 667,970         $ 914,871       $1,368,501
                                                        ============    ============      ============     ============

Net Income Per Limited Partner Unit                        $   0.16        $   0.17          $   0.23         $   0.34
                                                        ============    ============      ============     ============

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


                                                              Six Months Ended           Year Ended
                                                                  June 30,              December 31,
                                                                    2000                    1999
                                                           -----------------------    ------------------

General partners:
    Beginning balance                                               $     252,935          $    229,725
    Net income                                                              9,985                23,210
                                                           -----------------------    ------------------
                                                                          262,920               252,935
                                                           -----------------------    ------------------

Limited partners:
    Beginning balance                                                  31,769,359            33,123,172
    Net income                                                            904,886             2,246,191
    Distributions ($0.45 and $0.90 per limited partner
       unit, respectively)                                             (1,800,002 )          (3,600,004 )
                                                           -----------------------    ------------------
                                                                       30,874,243            31,769,359
                                                           -----------------------    ------------------

Total partners' capital                                             $  31,137,163          $ 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


                                                                     Six Months Ended
                                                                         June 30,
                                                                  2000              1999
                                                             ---------------    --------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                    $1,604,307        $1,654,349
                                                             ---------------    --------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                           --         1,150,000
       Additions to land and buildings on operating
          leases                                                         --        (1,257,217 )
       Investment in joint venture                                       --          (802,431 )
       Decrease in restricted cash                                       --           359,990
       Payment of lease costs                                       (12,000 )              --
                                                             ---------------    --------------

              Net cash used in investing activities                 (12,000 )        (549,658 )
                                                             ---------------    --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                         (1,800,002 )      (1,800,002 )
       Distributions to holder of minority interest                  (4,994 )          (4,298 )
                                                             ---------------    --------------
              Net cash used in financing activities              (1,804,996 )      (1,804,300 )
                                                             ---------------    --------------

Net Decrease in Cash and Cash Equivalents                          (212,689 )        (699,609 )

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

Cash and Cash Equivalents at End of Period                        $ 754,405        $1,136,363
                                                             ===============    ==============

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 Six Months Ended June 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 six months ended June 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>

                                                   June 30,            December 31,
                                                     2000                  1999
                                               ------------------    -----------------
<S> <C>
           Land                                      $ 9,076,722         $  9,076,722
           Building                                    9,556,497           10,235,897
                                               ------------------    -----------------

                                                      18,633,219           19,312,619
           Less accumulated depreciation              (1,774,987 )         (1,654,894 )
                                               ------------------    -----------------

                                                      16,858,232           17,657,725
           Less allowance for loss on
              land and building                         (923,768 )         (1,266,278 )
                                               ------------------    -----------------

                                                     $15,934,464         $ 16,391,447
                                               ==================    =================
</TABLE>

<PAGE>

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 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 June 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 June 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 June 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.




<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 June 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 six months ended
June 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 $1,604,307 and
$1,654,349  for the six months ended June 30, 2000 and 1999,  respectively.  The
decrease  in cash from  operations  for the six months  ended June 30,  2000 was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and 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 June 30, 2000, the  Partnership had
$754,405  invested in such  short-term  investments,  as compared to $967,094 at
December  31,  1999.  The funds  remaining  at June 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.

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,208,069 at June 30, 2000,  from $1,170,203 at December 31, 1999,
primarily due to an increase in due to related parties and rents paid in advance
at June 30, 2000, as compared to December 31, 1999.  The increase in liabilities
at June 30, 2000 was partially  offset by a decrease in accounts payable at June
30, 2000 compared to December 31, 1999.  Total  liabilities at June 30, 2000, to
the extent they exceed cash and cash  equivalents at June 30, 2000, will be paid
from future cash from operations, 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,  the Partnership
declared  distributions  to limited  partners of $1,800,002  for each of the six
months ended June 30, 2000 and 1999  ($900,001  for each of the  quarters  ended
June 30, 2000 and 1999).  This represents  distributions for each applicable six
months  of $0.45  per unit  ($.023  per unit for each  applicable  quarter).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 2000 and 1999. No amounts distributed to the limited partners for
the six months  ended  June 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 six months  ended June 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 six months ended June 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 six months ended June 30, 2000 and 1999,  the
Partnership  and  Allegan  Real  Estate  Joint  Venture  earned  $1,400,841  and
$1,519,275,  respectively,  in rental  income from  operating  leases and earned
income from direct financing leases from these Properties, $723,926 and $793,960
of  which  was  earned  during  the  quarters  ended  June 30,  2000  and  1999,
respectively.  Rental and earned income decreased by  approximately  $31,500 and
$68,000 for the quarter and six months  ended June 30,  2000,  respectively,  as
compared to the quarter and six months ended June 30, 1999, 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 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,  rental  and earned  income  decreased  by  approximately
$52,500  and  $92,700  for the  quarter  and six  months  ended  June 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 six months ended June 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.

         Rental and earned  income during the quarters and six months ended June
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 Property in
Lancaster,  New  York.  As a result  of the  tenant  vacating  the  Property  in
Lancaster,  New York, 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 six months ended June 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 six months ended June 30, 2000,  the  Partnership  also owned and leased
one  additional  Property  indirectly  through a joint venture  arrangement.  In
connection  therewith,  during the six months ended June 30, 2000 and 1999,  the
Partnership earned $217,910 and $176,494, respectively,  $114,464 and $95,090 of
which was earned during the quarters ended June 30, 2000 and 1999, respectively.
The increase in net income earned by  unconsolidated  joint ventures  during the
quarter and six months ended June 30, 2000,  was primarily  attributable  to the
Partnership  investing  in a  joint  venture  arrangement,  Ocean  Shores  Joint
Venture, in January 1999 and Peoria Joint Venture, in November 1999.

         Operating expenses,  including  depreciation and amortization  expense,
were  $444,753  and  $429,392  for the six months  ended June 30, 2000 and 1999,
respectively,  of which  $197,761  and $236,729  were  incurred for the quarters
ended June 30, 2000 and 1999,  respectively.  The increase in operating expenses
during the six months ended June 30,  2000,  as compared to the six months ended
June 30, 1999, was partially due to, and the decrease in operating  expenses for
the quarter  ended June 30, 2000 as compared to the quarter ended June 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,  as  described  above  until  replacement  tenants  or
purchasers are located.  The Partnership is currently seeking either replacement
tenants or purchasers for these Properties.

         The increase in operating expenses during the six months ended June 30,
2000,  as  compared  to the six  months  ended  June  30,  1999,  was  partially
attributable  to, and the decrease  during the quarter  ended June 30, 2000,  as
compared  to the  quarter  ended  June 30,  1999,  was  partially  offset by, an
increase in  administrative  expenses  for  servicing  the  Partnership  and its
Properties.

         In addition,  the increase in operating  expenses during the six months
ended June 30,  2000,  was  partially  offset by, and the  decrease in operating
expenses  during the quarter  ended June 30, 2000 was primarily 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."

         As a result of the sale of the  Property  in  Amherst,  New  York,  the
Partnership  recorded a gain of $74,640 for financial  reporting purposes during
the six months  ended June 30,  1999.  No  Properties  were sold  during the six
months ended June 30, 2000.

         During the six months ended June 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 June 30, 2000 and the estimated  net  realizable  value for the Property.  No
such allowance was recorded during the six months ended June 30, 1999.

Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
terminate the Agreement and Plan of Merger (the "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.

Dismissal of Legal Action

         As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999,  two  groups of limited  partners  in several  CNL Income  Funds  filed
purported  class action  suits  against the general  partners and APF  alleging,
among other  things,  that the general  partners  had breached  their  fiduciary
duties  in  connection  with the  proposed  Merger.  These  actions  were  later
consolidated  into one action.  On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice,  with each party
to bear its own costs and attorneys' fees.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

        On May 11,  1999,  four  limited  partners in several  CNL Income  Funds
        served a derivative  and purported  class action lawsuit filed April 22,
        1999 against the general  partners  and APF in the Circuit  Court of the
        Ninth  Judicial  Circuit of Orange  County,  Florida,  alleging that the
        general partners breached their fiduciary duties and violated provisions
        of certain of the CNL Income Fund  partnership  agreements in connection
        with the proposed merger. The plaintiffs sought unspecified  damages and
        equitable  relief.  On July 8,  1999,  the  plaintiffs  filed an amended
        complaint  which,  in addition to naming  three  additional  plaintiffs,
        included  allegations  of aiding and abetting and  conspiring  to breach
        fiduciary  duties,  negligence  and breach of duty of good faith against
        certain of the defendants and sought  additional  equitable  relief.  As
        amended,  the caption of the case was Jon Hale, Mary J. Hewitt,  Charles
        A.  Hewitt,  Gretchen  M.  Hewitt,  Bernard  J.  Schulte,  Edward M. and
        Margaret Berol Trust, and Vicky Berol v. James M. Seneff, Jr., Robert A.
        Bourne, CNL Realty Corporation,  and CNL American Properties Fund, Inc.,
        Case No. CIO-99-0003561.

        On June 22, 1999, a limited partner of several CNL Income Funds served a
        purported  class action lawsuit filed April 29, 1999 against the general
        partners and APF, Ira Gaines,  individually  and on behalf of a class of
        persons similarly situated, v. CNL American Properties Fund, Inc., James
        M. Seneff,  Jr.,  Robert A.  Bourne,  CNL Realty  Corporation,  CNL Fund
        Advisors, Inc., CNL Financial Corporation a/k/a CNL Financial Corp., CNL
        Financial Services,  Inc. and CNL Group, Inc., Case NO. CIO-99-3796,  in
        the  Circuit  Court of the Ninth  Judicial  Circuit  of  Orange  County,
        Florida,  alleging that the general  partners  breached their  fiduciary
        duties and that APF aided and abetted  their breach of fiduciary  duties
        in connection with the proposed merger. The plaintiff sought unspecified
        damages and equitable relief.

        On  September  23,  1999,  Judge  Lawrence  Kirkwood  entered  an  order
        consolidating  the two cases under the  caption In re: CNL Income  Funds
        Litigation,  Case No. 99-3561. Pursuant to this order, the plaintiffs in
        these cases filed a  consolidated  and amended  complaint on November 8,
        1999.  On December 22, 1999,  the general  partners and CNL Group,  Inc.
        filed  motions to dismiss and motions to strike.  On December  28, 1999,
        APF and CNL Fund Advisors,  Inc.  filed motions to dismiss.  On March 6,
        2000,  all of the  defendants  filed a Joint  Notice of Filing  Form 8-K
        Reports and Suggestion of Mootness.

        On April 25, 2000,  Judge  Kirkwood  issued a Stipulated  Final Order of
        Dismissal  of  Consolidated   Action,   dismissing  the  action  without
        prejudice, with each party to bear its own costs and attorneys' fees.

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.)


<PAGE>



        (b)    Reports on Form 8-K

               No reports on Form 8-K were filed  during the quarter  ended June
               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 9th day of August, 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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