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, 1998
-------------------------------------------------------
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
0-21558
----------------------------
CNL Income Fund XII, Ltd.
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3078856
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 E. South Street
Orlando, Florida 32801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 650-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
<PAGE>
CONTENTS
Part I Page
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
Part II
Other Information 12
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------------- ------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation of $1,711,620
and $1,460,887 $21,589,219 $20,820,279
Net investment in direct financing leases 12,503,960 13,656,265
Investment in joint ventures 2,532,807 2,517,421
Cash and cash equivalents 1,785,128 1,706,415
Receivables, less allowance for doubtful
accounts of $225,482 and $7,482 346 202,472
Prepaid expenses 12,177 7,216
Lease costs, less accumulated amortization
of $2,759 and $1,307 26,794 24,746
Accrued rental income, less allowance for
doubtful accounts of $5,182 in 1998 2,475,477 2,496,176
----------------- -----------------
$40,925,908 $41,430,990
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 8,312 $ 10,558
Accrued and escrowed real estate
taxes payable 50,296 3,244
Distributions payable 956,252 956,252
Due to related parties 6,222 6,887
Rents paid in advance and deposits 34,800 36,737
----------------- -----------------
Total liabilities 1,055,882 1,013,678
Partners' capital 39,870,026 40,417,312
----------------- -----------------
$40,925,908 $41,430,990
================= =================
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
----------- ----------- ------------ ------------
<S> <C>
Revenues:
Rental income from operating leases $ $ 621,234 $1,877,428 $1,829,206
592,290
Adjustments to accrued rental income -- -- (224,867 ) --
Earned income from direct financing
leases 371,635 409,932 1,170,186 1,231,855
Contingent rental income 6,038 11,036 19,755 36,999
Interest and other income 7,031 18,420 51,713 59,394
----------- ----------- ------------ ------------
976,994 1,060,622 2,894,215 3,157,454
----------- ----------- ------------ ------------
Expenses:
General operating and
administrative 46,999 38,390 113,005 119,166
Professional services 6,630 6,837 19,616 18,999
Bad debt expense 104,323 -- 188,990 --
Management fees to related parties 10,320 10,041 31,871 30,005
Real estate taxes 33,877 542 35,029 1,952
State and other taxes -- -- 17,653 18,496
Depreciation and amortization 92,113 80,459 252,185 240,010
----------- ----------- ------------ ------------
294,262 136,269 658,349 428,628
----------- ----------- ------------ ------------
Income Before Equity in Earnings
of Joint Ventures 682,732 924,353 2,235,866 2,728,826
Equity in Earnings of Joint Ventures 63,712 71,230 85,604 212,586
----------- ----------- ------------ ------------
Net Income $ 746,444 $ 995,583 $2,321,470 $2,941,412
=========== =========== ============ ============
Allocation of Net Income:
General partners $ 7,465 $ 9,956 $ 23,215 $ 29,414
Limited partners 738,979 985,627 2,298,255 2,911,998
----------- ----------- ------------ ------------
$ 746,444 $ 995,583 $2,321,470 $2,941,412
=========== =========== ============ ============
Net Income Per Limited Partner Unit $ 0.16 $ 0.22 $ 0.51 $ 0.65
=========== =========== ============ ============
Weighted Average Number of Limited
Partner Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
=========== =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1998 1997
---------------------------- ------------------
<S> <C>
General partners:
Beginning balance $ 192,411 $ 152,889
Net income 23,215 39,522
---------------- ---------------
215,626 192,411
---------------- ---------------
Limited partners:
Beginning balance 40,224,901 40,137,217
Net income 2,298,255 3,912,692
Distributions ($0.64 and
$0.85 per limited partner
unit, respectively) (2,868,756 ) (3,825,008 )
---------------- ---------------
39,654,400 40,224,901
---------------- ---------------
Total partners' capital $39,870,026 $40,417,312
================ ===============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1997
--------------- --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents:
Net Cash Provided by Operating Activities $ 3,066,225 $ 2,955,295
---------------- ---------------
Cash Flows from Investing Activities:
Additions to land and buildings on
operating leases -- (55,000 )
Investment in joint ventures (115,256 ) --
Collections on loan to tenant of joint
venture -- 4,886
Payment of lease costs (3,500 ) (24,052 )
---------------- ---------------
Net cash used in investing activities (118,756 ) (74,166 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,868,756 ) (2,868,756 )
---------------- ---------------
Net cash used in financing
activities (2,868,456 ) (2,868,756 )
---------------- ---------------
Net Increase in Cash and Cash Equivalents 78,713 12,373
Cash and Cash Equivalents at Beginning
of Period 1,706,415 1,800,601
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 1,785,128 $ 1,812,974
================ ===============
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
Net investment in direct financing
leases reclassified to land and
buildings on operating leases as
a result of lease termination $ 1,019,673 $ --
================ ===============
Distributions declared and unpaid at end of
period $ 956,252 $ 956,252
================ ===============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine months Ended September 30, 1998 and 1997
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 nine months ended September 30, 1998, may not be indicative of the
results that may be expected for the year ending December 31, 1998.
Amounts as of December 31, 1997, 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 XII, Ltd. (the "Partnership") for the year ended December
31, 1997.
In May 1998, the Financial Accounting Standards Board reached a
consensus in EITF 98-9, entitled "Accounting for Contingent Rent in the
Interim Financial Periods." Adoption of this consensus did not have a
material effect on the Partnership's financial position or results of
operations.
2. Net Investment in Direct Financing Leases:
During the nine months ended September 30, 1998, three of the
Partnership's leases with Long John Silver's, Inc. were rejected in
connection with the tenant filing for bankruptcy. As a result, the
Partnership reclassified these assets from net investment in direct
financing leases to land and buildings on operating leases. In
accordance with Statement of Financial Accounting Standards #13,
"Accounting for Leases," the Partnership recorded the reclassified
assets at the lower of original cost, present fair value, or present
carrying amount. No loss on termination of direct financing leases was
recorded for financial reporting purposes.
5
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarters and Nine months Ended September 30, 1998 and 1997
3. Investment in Joint Ventures:
In August 1998, the Partnership entered into a joint venture
arrangement, Columbus Joint Venture, with affiliates of the general
partners, to construct and hold one restaurant property. As of
September 30, 1998, the Partnership had contributed $115,256, to
purchase land and pay construction costs relating to the joint venture.
The Partnership has agreed to contribute approximately $156,763 in
additional construction costs to the joint venture. The Partnership
will have an approximate 28 percent interest in the profits and losses
of the joint venture. The Partnership accounts for its investment in
this joint venture under the equity method since the Partnership shares
control with affiliates.
Des Moines Real Estate Joint Venture, Williston Real Estate Joint
Venture, Kingsville Real Estate Joint Venture, Middleburg Joint Venture
and Columbus Joint Venture, each own and lease one property to an
operator of national fast-food and family-style restaurants. The
following presents the combined, condensed financial information for
the joint ventures at:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------------ -----------------
<S> <C>
Land and buildings on operating
leases, less accumulated
depreciation and allowance for
loss on land $2,127,389 $1,768,636
Net investment in direct financing
leases, less allowance on
impairment 2,227,673 2,446,688
Cash 10,846 6,893
Receivables 21,639 13,843
Accrued rental income 156,934 157,252
Other assets 284 443
Liabilities 94,941 7,673
Partners' capital 4,449,824 4,386,082
Revenues 287,596 481,085
Net income (loss) (57,592 ) 446,047
</TABLE>
The Partnership recognized income totaling $85,604 and $212,586 for the
nine months ended September 30, 1998 and 1997, respectively, from these
properties, $63,712 and $71,230 of which was earned for the quarters
ended September 30, 1998 and 1997, respectively.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 20, 1991, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as properties upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are triple-net leases, with the lessees generally responsible for all repairs
and maintenance, property taxes, insurance and utilities. As of September 30,
1998, the Partnership owned 49 Properties, which included interests in five
Properties owned by joint ventures in which the Partnership is a co-venturer.
Liquidity and Capital Resources
The Partnership's primary source of capital for the nine months ended
September 30, 1998 and 1997, 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
$3,066,225 and $2,955,295 for the nine months ended September 30, 1998 and 1997,
respectively. The increase in cash from operations for the nine months ended
September 30, 1998, as compared to the nine months ended September 30, 1997, is
primarily a result of changes in the Partnership's working capital.
Other sources and uses of capital included the following during the
nine months ended September 30, 1998.
In August 1998, the Partnership entered into a joint venture
arrangement, Columbus Joint Venture, with affiliates of the general partners, to
construct and hold one restaurant Property. As of September 30, 1998, the
Partnership had contributed $115,256 to purchase land and pay for construction
costs relating to the joint venture. When construction is completed, the
Partnership will have an approximate 28 percent interest in the profits and
losses of the joint venture.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments pending
the Partnership's use of such funds to pay Partnership expenses or to make
distributions to the partners. At September 30, 1998, the Partnership had
$1,785,128 invested in such short-term investments, as compared to $1,706,415 at
December 31, 1997. The funds remaining at September 30, 1998, after payment of
distributions and other liabilities, will be used to meet the Partnership's
working capital and other needs.
Total liabilities of the Partnership increased to $1,055,882 at
September 30, 1998, from $1,013,678 at December 31, 1997, primarily as the
result of the Partnership accruing real estate taxes in connection with certain
Long John Silver's Properties, as described below in "Results of Operations."
The general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.
7
<PAGE>
Liquidity and Capital Resources - Continued
Based on cash from operations, the Partnership declared distributions
to the limited partners of $2,868,756 for each of the nine months ended
September 30, 1998 and 1997 ($956,252 for each of the quarters ended September
30, 1998 and 1997). This represents distributions for each applicable nine
months of $0.64 per unit ($0.21 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended September 30, 1998 and 1997. No amounts distributed to the limited
partners for the nine months ended September 30, 1998 and 1997, 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.
The general partners have been informed by CNL American Properties
Fund, Inc. ("APF"), an affiliate of the general partners, that it intends to
significantly increase its asset base by proposing to acquire affiliates of the
general partners which have similar restaurant property portfolios, including
the Partnership. APF is a real estate investment trust whose primary business is
the ownership of restaurant properties leased on a long-term, "triple-net" basis
to operators of national and regional restaurant chains. Accordingly, the
general partners anticipate that APF will make an offer to acquire the
Partnership in exchange for securities of APF. The general partners have
recently retained financial and legal advisors to assist them in evaluating and
negotiating any offer that may be proposed by APF. However, at this time, APF
has made no such offer. In the event that an offer is made, the general partners
will evaluate it and if the general partners believe that the offer is worth
pursuing, the general partners will promptly inform the limited partners. Any
agreement to sell the Partnership would be subject to the approval of the
limited partners in accordance with the terms of the partnership agreement.
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.
Results of Operations
During the nine months ended September 30, 1998 and 1997, the
Partnership owned and leased 44 wholly owned Properties to operators of
fast-food and family-style restaurant chains. In connection therewith, during
the nine months ended September 30, 1998 and 1997, the Partnership earned
$2,822,747 and $3,061,061, respectively, in rental income from operating leases
(net of adjustments to accrued rental income) and earned income from direct
financing leases from these Properties, $963,925 and $1,031,166 of which was
earned during the quarters ended September 30, 1998 and 1997, respectively. The
decrease in rental and earned income during the quarter and nine months ended
September 30, 1998, as compared to the quarter and nine months ended September
30, 1997, is primarily attributable to the fact that in June 1998, the
8
<PAGE>
Results of Operations - Continued
Partnership discontinued receiving rental income from the tenant, Long John
Silver's, Inc., which filed for bankruptcy and rejected the leases relating to
these Properties. In addition, during the nine months ended September 30, 1998,
the Partnership wrote off approximately $224,900 of accrued rental income
(non-cash accounting adjustments relating to the straight-lining of future
scheduled rent increases over the lease term in accordance with generally
accepted accounting principles). The general partners are currently seeking
either new tenants or buyers for these Properties. The Partnership will not
recognize any rental and earned income from these Properties until new tenants
for these Properties are located, or until the Properties are sold and the
proceeds from such sales are reinvested in additional Properties.
The decrease in rental and earned income during the quarter and nine
months ended September 30, 1998 was partially offset by an increase in rental
and earned income of approximately $87,700 as a result of the Partnership
entering into a new lease with a new tenant for the Property in Tempe, Arizona,
for which rental payments commenced in July 1997.
For the nine months ended September 30, 1998 and 1997, the Partnership
also earned $19,755 and $36,999, respectively, in contingent rental income,
$6,038 and $11,036 of which was earned during the quarters ended September 30,
1998 and 1997, respectively. The decrease in contingent rental income during the
quarter and nine months ended September 30, 1998, as compared to the quarter and
nine months ended September 30, 1997, is primarily attributable to a decrease in
gross sales of certain restaurant properties whose leases require the payment of
contingent rental income.
For the nine months ended September 30, 1997, the Partnership owned and
leased four Properties, and for the nine months ended September 30, 1998, the
Partnership owned and leased five Properties indirectly through joint venture
arrangements. In connection therewith, during the nine months ended September
30, 1998 and 1997, the Partnership earned $85,604 and $212,586, respectively,
attributable to net income earned by these joint ventures, $63,712 and $71,230
of which was earned during the quarters ended September 30, 1998 and 1997,
respectively. The decrease in net income is primarily due to the fact that
Kingsville Real Estate Joint Venture (in which the Partnership owns a 31.13%
interest in the profits and losses of the joint venture) established an
allowance for doubtful accounts of approximately $21,900 and $87,800 during the
quarter and nine months ended September 30, 1998, respectively, in accordance
with its collection policy. No such allowance was established during the quarter
and nine months ended September 30, 1997. In addition, during the nine months
ended September 30, 1998, the joint venture established an allowance for loss on
land and net investment in the direct financing lease for its Property in
Kingsville, Texas of approximately $316,000. The allowance represents the
difference between the Property's carrying value at September 30, 1998 and the
estimated net realizable value of the Property. Kingsville Real Estate Joint
Venture is currently seeking either a new tenant or purchaser for this Property.
9
<PAGE>
Results of Operations - Continued
Operating expenses, including depreciation and amortization expense,
were $658,349 and $428,628 for the nine months ended September 30, 1998 and
1997, respectively, of which $294,262 and $136,269 were incurred for the
quarters ended September 30, 1998 and 1997, respectively. The increase in
operating expenses during the quarter and nine months ended September 30, 1998
is primarily attributable to the fact that the Partnership recorded bad debt
expense for past due principal and interest amounts relating to the loan with
the tenant of the Property in Kingsville Real Estate Joint Venture due to
financial difficulties the tenant is experiencing. The general partners are in
the process of negotiating an arrangement to collect past due amounts and will
recognize any such amounts as income if collected.
In addition, the increase in operating expenses during the quarter and
nine months ended September 30, 1998, is partially attributable to the fact that
the Partnership accrued insurance and real estate tax expenses as a result of
Long John Silver's, Inc. filing for bankruptcy and rejecting the leases relating
to three Properties in June 1998. The increase in operating expenses during the
quarter and nine months ended September 30, 1998, is partially attributable to
an increase in depreciation expense due to the fact that during the quarter and
nine months ended September 30, 1998, the Partnership reclassified these assets
from net investment in direct financing leases to land and buildings on
operating leases. The Partnership will continue to incur certain expenses, such
as real estate taxes, insurance, and maintenance relating to these Properties
until new tenants or buyers are located. The Partnership is currently seeking
either new tenants or buyers for these Properties.
In May 1998, the Financial Accounting Standards Board reached a
consensus in EITF 98-9, entitled "Accounting for Contingent Rent in the Interim
Financial Periods." Adoption of this consensus did not have a material effect on
the Partnership's financial position or results of operations.
The Year 2000 problem is the result of information technology systems
and embedded systems (products which are made with microprocessor (computer)
chips such as HVAC systems, physical security systems and elevators) using a
two-digit format, as opposed to four digits, to indicate the year. Such
information technology and embedded systems may be unable to properly recognize
and process date-sensitive information beginning January 1, 2000.
The Partnership does not have any information technology systems.
Affiliates of the general partners provide all services requiring the use of
information technology systems pursuant to a management agreement with the
Partnership. The maintenance of embedded systems, if any, at the Partnership's
properties is the responsibility of the tenants of the properties in accordance
with the terms of the Partnership's leases. The general partners and affiliates
have established a team dedicated to reviewing the internal information
technology systems used in the operation of the Partnership, and the information
technology and embedded systems and the Year 2000 compliance plans of the
Partnership's tenants, significant suppliers, financial institutions and
transfer agent.
10
<PAGE>
Results of Operations - Continued
The information technology infrastructure of the affiliates of the
general partners consists of a network of personal computers and servers that
were obtained from major suppliers. The affiliates utilize various
administrative and financial software applications on that infrastructure to
perform the business functions of the Partnership. The inability of the general
partners and affiliates to identify and timely correct material Year 2000
deficiencies in the software and/or infrastructure could result in an
interruption in, or failure of, certain of the Partnership's business activities
or operations. Accordingly, the general partners and affiliates have requested
and are evaluating documentation from the suppliers of the affiliates regarding
the Year 2000 compliance of their products that are used in the business
activities or operations of the Partnership. The costs expected to be incurred
by the general partners and affiliates to become Year 2000 compliant will be
incurred by the general partners and affiliates; therefore, these costs will
have no impact on the Partnership's financial position or results of operations.
The Partnership has material third party relationships with its
tenants, financial institutions and transfer agent. The Partnership depends on
its tenants for rents and cash flows, its financial institutions for
availability of cash and its transfer agent to maintain and track investor
information. If any of these third parties are unable to meet their obligations
to the Partnership because of the Year 2000 deficiencies, such a failure may
have a material impact on the Partnership. Accordingly, the general partners
have requested and are evaluating documentation from the Partnership's tenants,
financial institutions, and transfer agent relating to their Year 2000
compliance plans. At this time, the general partners have not yet received
sufficient certifications to be assured that the tenants, financial
institutions, and transfer agent have fully considered and mitigated any
potential material impact of the Year 2000 deficiencies. Therefore, the general
partners do not, at this time, know of the potential costs to the Partnership of
any adverse impact or effect of any Year 2000 deficiencies by these third
parties.
The general partners currently expect that all year 2000 compliance
testing and any necessary remedial measures on the information technology
systems used in the business activities and operations of the Partnership will
be completed prior to June 30, 1999. Based on the progress the general partners
and affiliates have made in identifying and addressing the Partnership's Year
2000 issues and the plan and timeline to complete the compliance program, the
general partners do not foresee significant risks associated with the
Partnership's Year 2000 compliance at this time. Because the general partners
and affiliates are still evaluating the status of the systems used in business
activities and operations of the Partnership and the systems of the third
parties with which the Partnership conducts its business, the general partners
have not yet developed a comprehensive contingency plan and are unable to
identify "the most reasonably likely worst case scenario" at this time. As the
general partners identify significant risks related to the Partnership's Year
2000 compliance or if the Partnership's Year 2000 compliance program's progress
deviates substantially from the anticipated timeline, the general partners will
develop appropriate contingency plans.
11
<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 - None.
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1998.
12
<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, 1998.
CNL INCOME FUND XII, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
-----------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of CNL Income Fund XII, Ltd at September 30, 1998, and its statement of
income for the nine months then ended and is qualified in its entirety by
reference to the Form 10Q of CNL Income Fund XII, Ltd. for the nine months ended
September 30, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,785,128
<SECURITIES> 0
<RECEIVABLES> 225,828
<ALLOWANCES> 225,482
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,300,839
<DEPRECIATION> 1,711,620
<TOTAL-ASSETS> 40,925,908
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 39,870,026
<TOTAL-LIABILITY-AND-EQUITY> 40,925,908
<SALES> 0
<TOTAL-REVENUES> 2,894,215
<CGS> 0
<TOTAL-COSTS> 469,359
<OTHER-EXPENSES> 188,990
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,321,470
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,321,470
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,321,470
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund XII, Ltd. has an
unclassified balance sheet; therefore, no values are shown above for current
assets and current liabilities.
</FN>
</TABLE>
