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 March 31, 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
0-21558
---------------------------------------
CNL Income Fund XII, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3078856
- ---------------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------------- -----------------------------
(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
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets
Condensed Statements of Income
Condensed Statements of Partners' Capital
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Part II
Other Information
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------------- -------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation $ 20,987,858 $ 20,780,828
Net investment in direct financing leases 10,439,801 11,441,924
Investment in joint ventures 3,395,537 3,415,888
Mortgage note receivable 49,026 51,301
Cash and cash equivalents 1,989,584 1,870,366
Restricted cash 790,250 --
Receivables, less allowance for doubtful accounts
of $54,912 and $14,491, respectively 60,183 80,791
Due from related parties -- 5,222
Prepaid expenses 9,290 13,552
Lease costs, less accumulated amortization
of $7,478 and $6,142, respectively 54,945 56,281
Accrued rental income, less allowance for doubtful
accounts of $7,520 and $6,323, respectively 2,771,549 2,724,774
------------------- -------------------
$ 40,548,023 $ 40,440,927
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 56,079 $ 136,006
Accrued and escrowed real estate taxes payable 16,199 11,897
Distributions payable 956,252 956,252
Due to related parties 106,001 74,909
Rents paid in advance and deposits 122,729 50,987
------------------- -------------------
Total liabilities 1,257,260 1,230,051
Partners' capital 39,290,763 39,210,876
------------------- -------------------
$ 40,548,023 $ 40,440,927
=================== ===================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2000 1999
-------------- ---------------
Revenues:
Rental income from operating leases $ 706,506 $ 607,255
Earned income from direct financing leases 296,499 376,334
Interest and other income 45,489 19,755
-------------- ---------------
1,048,494 1,003,344
-------------- ---------------
Expenses:
General operating and administrative 48,581 47,284
Professional services 14,422 11,141
Management fees to related parties 10,678 10,530
Real estate taxes -- 2,125
State and other taxes 20,703 20,764
Depreciation and amortization 97,281 84,706
Transaction costs 46,395 35,419
-------------- ---------------
238,060 211,969
-------------- ---------------
Income Before Equity in Earnings of Joint Ventures
and Gain on Sale of Land and Building 810,434 791,375
Equity in Earnings of Joint Ventures 78,072 71,138
Gain on Sale of Land and Building 147,633 --
-------------- ---------------
Net Income $1,036,139 $ 862,513
============== ===============
Allocation of Net Income:
General partners $ 8,885 $ 8,625
Limited partners 1,027,254 853,888
-------------- ---------------
$1,036,139 $ 862,513
============== ===============
Net Income Per Limited Partner Unit $ 0.23 $ 0.19
============== ===============
Weighted Average Number of Limited
Partner Units Outstanding 4,500,000 4,500,000
============== ===============
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2000 1999
------------------- ------------------
General partners:
Beginning balance $ 259,109 $ 223,305
Net income 8,885 35,804
------------------- ------------------
267,994 259,109
------------------- ------------------
Limited partners:
Beginning balance 38,951,767 39,167,536
Net income 1,027,254 3,609,239
Distributions ($0.21 and $0.85 per
limited partner unit, respectively) (956,252 ) (3,825,008 )
------------------- ------------------
39,022,769 38,951,767
------------------- ------------------
Total partners' capital $ 39,290,763 $ 39,210,876
=================== ==================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2000 1999
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $1,073,223 $ 853,445
---------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of land and building 791,450 --
Investment in joint venture -- (124,448 )
Increase in restricted cash (791,450 ) --
Collections on mortgage note receivable 2,247 --
---------------- ---------------
Net cash provided by (used in) investing
activities 2,247 (124,448 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (956,252 ) (1,091,252 )
---------------- ---------------
Net cash used in financing activities (956,252 ) (1,091,252 )
---------------- ---------------
Net Increase (Decrease) in Cash and Cash
Equivalents 119,218 (362,255 )
Cash and Cash Equivalents at Beginning of Quarter 1,870,366 2,362,980
---------------- ---------------
Cash and Cash Equivalents at End of Quarter $1,989,584 $2,000,725
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 956,252 $ 956,252
================ ===============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 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 ended March 31, 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 XII, Ltd. (the "Partnership") for the year ended December
31, 1999.
Certain items in the prior year's financial statements have been
reclassified to conform to 2000 presentation. These reclassifications
had no effect on partners' capital or net income.
2. Land and Buildings on Operating Leases:
Land and buildings on operating leases consisted of the following at:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------- -------------------
<S> <C>
Land $ 12,262,712 $ 12,262,712
Buildings 10,948,828 10,645,853
------------------- -------------------
23,211,540 22,908,565
Less accumulated depreciation (2,223,682 ) (2,127,737 )
------------------- -------------------
$ 20,987,858 $ 20,780,828
=================== ===================
</TABLE>
Effective January 1, 2000, the Partnership amended the lease relating
to its property in St. Ann, Missouri, to allow for a rent reduction. As
a result, the Partnership reclassified the building portion of this
asset from net investment in direct financing lease to building on
operating lease. In accordance with statement of Financial Accounting
Standards No. 13, "Accounting for Leases," the Partnership recorded the
reclassified asset at the lower of original cost, present fair value,
or present carrying value.
<PAGE>
CNL INCOME FUND XII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2000 and 1999
3. Net Investment in Direct Financing Leases:
In March 2000, the Partnership sold its property in Cleveland,
Tennessee, for which the land and building had been classified as a
direct financing lease, for $806,460 and received net sales proceeds of
$791,450, resulting in a gain of $147,633 for financial reporting
purposes. In connection therewith, the gross investment (minimum lease
payments receivable and the estimated residual value) and unearned
income relating to the land and building were removed from the
accounts. This property was originally acquired by the Partnership in
December 1992 and had a cost of approximately $622,800, excluding
acquisition fees and miscellaneous acquisition expenses; therefore, the
Partnership sold the property for approximately $168,700 in excess of
its original purchase price.
4. Restricted Cash:
As of March 31, 2000, the net sales proceeds of $791,450, less escrow
fees of $1,200, from the sale of the property in Cleveland, Tennessee
were being held in an interest-bearing escrow account pending the
release of funds by the escrow agent to acquire an additional property
(See Note 3 and 6).
5. Termination of Merger:
On March 1, 2000, the general partners and CNL American Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan
of Merger entered into in March 1999. The general partners are
continuing to evaluate strategic alternatives for the Partnership,
including alternatives to provide liquidity to the limited partners.
6. Subsequent Event:
In April 2000, the Partnership reinvested the net sales proceeds it
received from the sale of the property in Cleveland, Tennessee, along
with additional funds, in a Krystal property located in Pooler,
Georgia, at an approximate cost of $992,000. In connection therewith,
the Partnership entered into a long term, triple-net lease with terms
substantially the same as its other leases.
<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 generally triple-net leases, with the lessees responsible for all repairs
and maintenance, Property taxes, insurance and utilities. As of March 31, 2000,
the Partnership owned 47 Properties, which included interests in six Properties
owned by joint ventures in which the Partnership is a co-venturer.
Capital Resources
The Partnership's primary source of capital for the quarters ended
March 31, 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 $1,073,223 and
$853,445 for the quarters ended March 31, 2000 and 1999, respectively. The
increase in cash from operations for the quarter ended March 31, 2000, as
compared to the quarter ended March 31, 1999, 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.
Other sources and uses of capital included the following during the
quarter ended March 31, 2000.
During the quarter ended March 31, 2000, the Partnership sold its
Property in Cleveland, Tennessee, to a third party, for $806,460 and received
net sales proceeds of $791,450, resulting in a total gain of $147,633 for
financial reporting purposes. This Property was originally acquired by the
Partnership in December 1992, and had a cost of approximately $622,800,
excluding acquisition fees and miscellaneous acquisition expenses; therefore,
the Partnership sold the Property for approximately $168,700 in excess of its
original purchase price. As of March 31, 2000, the net sales proceeds relating
to the sale were being held by an escrow agent in an interest bearing account
pending reinvestment. In April 2000, the Partnership reinvested the net sales
proceeds from this sale, along with additional funds, in a Property in Pooler,
Georgia. The transaction relating to the sale of the Property in Cleveland,
Tennessee, and the reinvestment of the net sales proceeds was structured to
qualify as a like-kind exchange transaction for federal income tax purposes.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments, such as
demand deposit accounts at commercial banks, certificates of deposit, and money
market accounts 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 March 31, 2000, the Partnership had $1,989,584 invested in such
short-term investments, as compared to $1,870,366 at December 31, 1999. The
increase in cash and cash equivalents for the quarter ended March 31, 2000, as
compared to December 31, 1999 was attributable to an increase in rents paid in
advance at March 31, 2000. The funds remaining at March 31, 2000, after payment
of distributions and other liabilities, will be used to meet the Partnership's
working capital and other needs.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who 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.
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 future cash from operations the Partnership declared
distributions to the limited partners of $956,252 for each of the quarters ended
March 31, 2000 and 1999. This represents distributions for each applicable
quarter of $0.21 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2000 and 1999. No amounts distributed to the
limited partners for the quarters ended March 31, 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.
Total liabilities of the Partnership increased to $1,257,260 at March
31, 2000, from $1,230,051 at December 31, 1999, primarily as a result of an
increase in rents paid in advance at March 31, 2000. The general partners
believe that the Partnership has sufficient cash on hand to meet its current
working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
During the quarter ended March 31, 1999, the Partnership owned and
leased 43 wholly owned Properties (which included one Property in Morganton,
North Carolina, which was sold in May 1999) and during the quarter ended March
31, 2000, the Partnership owned and leased 42 wholly owned Properties (which
included one Property in Cleveland, Tennessee which was sold in March 2000), to
operators of fast-food and family-style restaurant chains. In connection
therewith, during the quarters ended March 31, 2000 and 1999, the Partnership
earned $1,003,005 and $983,589, respectively, in rental income from operating
leases and earned income from direct financing leases from these Properties. The
increase in rental and earned income during the quarter ended March 31, 2000, as
compared to the quarter ended March 31, 1999, was primarily due to the fact that
during the quarter ended March 31, 2000, the Partnership collected and
recognized as income approximately $55,600 in past due rental amounts relating
to Long John Silver's, Inc. which filed for bankruptcy during 1998 and rejected
the leases relating to three of the eight Properties it leased. As of March 31,
2000, the Partnership had sold two of the Properties for which the leases had
been rejected and had entered into a new lease with a new tenant for one of the
Properties. Rental and earned income increased approximately $31,200 during the
quarter ended March 31, 2000, as compared to the quarter ended March 31, 1999,
due to rental income earned on the re-leased Property. In 1999, Long John
Silver's, Inc. assumed and affirmed its five remaining leases and the
Partnership has continued receiving rental payments relating to these leases.
The increase in rental and earned was partially offset by a decrease of
approximately $38,600 during the quarter ended March 31, 2000, as compared to
the quarter ended March 31, 1999, due to the fact that during the quarter ended
March 31, 2000, the Partnership established an allowance for doubtful accounts
for past due rental amounts relating to several Properties in accordance with
the Partnership's policy. No such allowance was recorded during the quarter
ended March 31, 1999. The general partners will continue to pursue collection of
past due rental amounts relating to these Properties and will recognize such
amounts as income if collected.
In addition, during the quarters ended March 31, 2000 and 1999, the
Partnership owned and leased six and five Properties, respectively, indirectly
through joint venture arrangements. In connection therewith, during the quarters
ended March 31, 2000 and 1999, the Partnership earned $78,072 and $71,138,
respectively, attributable to net income earned by joint ventures.
Operating expenses, including depreciation and amortization expense,
were $238,060 and $211,969 for the quarters ended March 31, 2000 and 1999,
respectively. The increase in operating expenses during the quarter ended March
31, 2000, as compared to the quarter ended March 31, 1999, was partially due to
an increase in depreciation expense relating to the fact that subsequent to
March 31, 1999, the Partnership reclassified the leases for its Properties in
Asheville, North Carolina and Clarksville, Tennessee from direct financing
leases to operating leases due to lease amendments. The increase in operating
expenses during the quarter ended March 31, 2000, as compared to the quarter
ended March 31, 1999 was also partially due to the fact that the Partnership
incurred $46,395 and $35,419, respectively, in transaction costs relating to the
general partners retaining financial and legal advisors to assist them in
evaluating and negotiating the proposed merger with CNL American Properties
Fund, Inc. ("APF") due to the termination of the proposed merger, as described
below in "Termination of Merger."
As a result of the sale of the Property in Cleveland, Tennessee, as
described above in "Capital Resources," the Partnership recorded a gain of
$147,633 for financial reporting purposes during the quarter ended March 31,
2000. No Properties were sold during the quarter ended March 31, 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.
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 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
No material changes in the Partnership's market risk occurred from
December 31, 1999 through March 31, 2000. Information regarding the
Partnership's market risk at December 31, 1999 is included in its Annual Report
on Form 10-K for the year ended December 31, 1999.
<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 are seeking
unspecified damages and equitable relief. On July 8, 1999, the
plaintiffs filed an amended complaint which, in addition to naming
three additional plaintiffs, includes 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
seeks additional equitable relief. As amended, the caption of the case
is 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
is seeking 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 XII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278-01 on Form S-11
and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-43278-01 on Form S-11
and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on April 15, 1993, and incorporated herein
by reference.)
10.1 Management Agreement between CNL Income Fund XII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on April 15, 1993, 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 31, 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
A Current Report on Form 8-K dated February 23, 2000 was filed on
March 1, 2000, describing the termination of the proposed merger
of the Partnership with and into a subsidiary of CNL American
Properties Fund, Inc.
<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 May, 2000.
By: CNL INCOME FUND XII, LTD.
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 March 31, 2000, and its statement of
income for the three months then ended and is qualified in its entirety by
reference to the Form 10-Q of CNL Income Fund XII, Ltd. for the three months
ended March 31, 2000.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,779,834<F2>
<SECURITIES> 0
<RECEIVABLES> 115,095
<ALLOWANCES> 54,912
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,211,540
<DEPRECIATION> 2,223,682
<TOTAL-ASSETS> 40,548,023
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 39,290,763
<TOTAL-LIABILITY-AND-EQUITY> 40,548,023
<SALES> 0
<TOTAL-REVENUES> 1,048,494
<CGS> 0
<TOTAL-COSTS> 238,060
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,036,139
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,036,139
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,036,139
<EPS-BASIC> 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.
<F2>
Includes $790,250 in restricted cash.
</FN>
</TABLE>
