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
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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
0-23968
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CNL Income Fund XIII, Ltd.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3143094
----------------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
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(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 _________
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
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-10
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 10
Part II
Other Information 11-13
CNL INCOME FUND XIII, 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 of $2,556,026 and $2,383,986, respectively,
and allowance for loss on building of $297,885 in 1999 $ 21,350,832 $ 22,162,826
Net investment in direct financing leases 7,504,058 7,042,118
Investment in joint ventures 2,444,247 2,445,549
Cash and cash equivalents 778,550 945,802
Receivables, less allowance for doubtful
accounts of $43,185 in 2000 93,463 135,432
Prepaid expenses 27,155 15,963
Lease costs, less accumulated
amortization of $2,691 and $1,789, respectively 33,059 33,961
Accrued rental income 1,644,795 1,555,610
------------------- -------------------
$ 33,876,159 $ 34,337,261
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 66,571 $ 144,227
Accrued construction costs -- 194,743
Accrued and escrowed real estate taxes payable 7,415 2,176
Distributions payable 850,002 850,002
Due to related parties 142,720 69,234
Rents paid in advance and deposits 64,362 46,319
------------------- -------------------
Total liabilities 1,131,070 1,306,701
Partners' capital 32,745,089 33,030,560
------------------- -------------------
$ 33,876,159 $ 34,337,261
=================== ===================
See accompnaying notes to condensed financial statements.
</TABLE>
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ -------------
<S><C>
Revenues:
Rental income from operating leases $ 573,356 $ 600,198 $1,183,876 $1,196,643
Earned income from direct financing leases 210,568 196,996 399,273 389,946
Contingent rental income 63,906 69,638 103,772 110,243
Interest and other income 316 6,225 29,859 12,993
------------ ------------ ------------ -------------
848,146 873,057 1,716,780 1,709,825
------------ ------------ ------------ -------------
Expenses:
General operating and administrative 50,725 33,055 95,797 74,574
Professional services 4,581 8,954 20,398 20,993
Bad debt expense -- 615 2,584 615
Management fees to related party 9,023 9,181 17,795 17,777
Real estate taxes 5,439 4,979 5,439 13,319
State and other taxes 383 -- 21,730 21,476
Depreciation and amortization 86,947 96,830 190,793 200,671
Transaction costs 27,206 80,702 70,689 113,883
------------ ------------ ------------ -------------
184,304 234,316 425,225 463,308
------------ ------------ ------------ -------------
Income Before Equity in Earnings of Joint
Ventures and Loss on Demolition of Building 663,842 638,741 1,291,555 1,246,517
Equity in Earnings of Joint Ventures 64,750 60,327 122,978 120,554
Loss on Demolition of Building -- (352,285 ) -- (352,285 )
------------ ------------ ------------ -------------
Net Income $ 728,592 $ 346,783 $1,414,533 $1,014,786
============ ============ ============ =============
Allocation of Net Income:
General partners $ 7,286 $ 5,348 $ 14,145 $ 12,028
Limited partners 721,306 341,435 1,400,388 1,002,758
------------ ------------ ------------ -------------
$ 728,592 $ 346,783 $1,414,533 $1,014,786
============ ============ ============ =============
Net Income Per Limited Partner Unit $ 0.18 $ 0.09 $ 0.35 $ 0.25
============ ============ ============ =============
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.
</TABLE>
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, December 31,
2000 1999
----------------------- ------------------
<S><C>
General partners:
Beginning balance $ 191,934 $ 163,874
Net income 14,145 28,060
----------------------- ------------------
206,079 191,934
----------------------- ------------------
Limited partners:
Beginning balance 32,838,626 33,585,529
Net income 1,400,388 2,653,105
Distributions ($0.43 and $0.85 per
limited partner unit, respectively) (1,700,004 ) (3,400,008 )
----------------------- ------------------
32,539,010 32,838,626
----------------------- ------------------
Total partners' capital $ 32,745,089 $ 33,030,560
======================= ==================
See accompanying notes to condensed financial statements.
</TABLE>
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
---------------- ---------------
<S><C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,620,349 $1,633,260
---------------- ---------------
Cash Flows from Investing Activities:
Additions to land and building on operating lease (87,597 ) --
Payment of lease costs -- (17,875 )
---------------- ---------------
Net cash used in investing activities (87,597 ) (17,875 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,700,004 ) (1,700,004 )
---------------- ---------------
Net cash used in financing activities (1,700,004 ) (1,700,004 )
---------------- ---------------
Net Decrease in Cash and Cash Equivalents (167,252 ) (84,619 )
Cash and Cash Equivalents at Beginning of Period 945,802 766,859
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 778,550 $ 682,240
================ ===============
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
Construction costs incurred and unpaid at end of
period $ -- $ 600,000
================ ===============
Distributions declared and unpaid at end of
period $ 850,002 $ 850,002
================ ===============
See accompanying notes to condensed financial statements.
</TABLE>
CNL INCOME FUND XIII, 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 XIII, Ltd. (the "Partnership") for the year ended December
31, 1999.
2. Land and Buildings on Operating Leases:
In May 1999, the Partnership entered into a new lease for the property
in Philadelphia, Pennsylvania, with a new tenant to operate the
property as an Arby's restaurant. In connection therewith, the
Partnership funded a total of approximately $325,900 in renovation
costs, of which approximately $87,600 was incurred during the quarter
and six months ended June 30, 2000. The portion of the lease
attributable to the building portion of the property is classified as a
direct financing lease (see Note 3).
3. Net Investment in Direct Financing Leases:
In connection with the new lease for the property in Philadelphia,
Pennsylvania, and in accordance with the Statement of Financial
Accounting Standards No. 13, "Accounting for Leases," the Partnership
recorded the portion of the lease relating to the building portion of
the property a direct financing lease (see Note 2).
4. 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on September 25, 1992, 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 generally responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
2000, the Partnership owned 46 Properties, which included interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
three 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 $1,620,349 and
$1,633,260 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, as
compared to the six months ended June 30, 1999, was primarily a result of
changes in the Partnership's working capital.
Other sources and uses of capital included the following for the
quarter and six months ended June 30, 2000.
In May 1999, the Partnership entered into a new lease for the Property
in Philadelphia, Pennsylvania with the new tenant to operate the Property as an
Arby's restaurant. In connection with the new lease, the Partnership funded a
total of approximately $325,900 in renovation costs, of which approximately
$87,600 was incurred during the quarter and six months ended June 30, 2000.
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 June 30, 2000, the Partnership had $778,550 invested in such
short-term investments, as compared to $945,802 at December 31, 1999. Cash and
cash equivalents decreased during the six months ended June 30, 2000, primarily
as a result of the fact that the Partnership paid renovation costs of
approximately $87,600 during the quarter and six months ended June 30, 2000, as
described above. 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 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,
decreased to $1,131,070 at June 30, 2000, from $1,306,701 at December 31, 1999.
The decrease was primarily a result of the fact that during the quarter and six
months ended June 30, 2000, the Partnership funded amounts previously accrued
for construction costs. The decrease was partially offset by an increase in
amounts due to related parties at June 30, 2000, as compared to December 31,
1999. 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, or
in the event the general partners elect to make capital contributions or loans,
from future general partner contributions or loans.
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 anticipated cash from operations, the Partnership
declared distributions to the limited partners of $1,700,004 for each of the six
months ended June 30, 2000 an 1999 ($850,002 for each applicable quarter). This
represents distributions of $0.43 per unit for each applicable six months ($0.21
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 quarters and 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 owned and
leased 42 wholly owned Properties (which included one Property in Houston, Texas
which was sold in July 1999) and during the six months ended June 30, 2000, the
Partnership owned and leased 41 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 earned $1,583,149
and $1,586,589, respectively, in rental income from operating leases and earned
income from direct financing leases from these Properties, $783,924 and $797,194
of which was earned during the quarters ended June 30, 2000 and 1999,
respectively. During the six months ended June 30, 2000 and 1999, the
partnership also earned $103,772 and $110,243, respectively, in contingent
rental income, $63,906 and $69,638 of which was earned during the quarters ended
June 30, 2000 and 1999, respectively. Rental and earned income decreased during
the quarter and six months ended June 30, 2000, as compared to the quarter and
six months ended June 30, 1999, by approximately $24,600 and $49,100,
respectively, as a result of the sale of the Property in Houston, Texas, in July
1999. In addition, rental and earned income decreased by approximately $21,000
during the six months ended June 30, 2000, due to the fact that the Partnership
increased its allowance for doubtful accounts for past due rental amounts
relating to its Properties in Mesa and Peoria, Arizona, in accordance with
Partnership's policy. No such allowance was recorded during the six months ended
June 30, 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, rental and earned income decreased during the quarter and
six months ended June 30, 2000, as compared to the quarter and six months ended
June 30, 1999, partially as a result of the fact that during the quarter and six
months ended June 30, 2000, the tenant of the Property in Mt. Airy North
Carolina defaulted under the terms of its lease and discontinued operations of
the restaurant. As a result, the Partnership established an allowance for
doubtful accounts of approximately $16,500 for past due rental amounts. The
general partners will continue to pursue collection of rental amounts relating
to this Property and will recognize such amounts as income if collected.
In 1998, Long John Silver's, Inc. filed for bankruptcy, rejected the
leases relating to three of the eight Properties and discontinued making rental
payments on the three rejected leases. During 1998, the Partnership re-leased
two of the Properties to new tenants, for one of which rent commenced in 1998
and for one of which rent commenced in June 1999. In addition, in May 1999, the
Partnership re-leased the remaining vacant Property to a new tenant and
renovated the Property into an Arby's restaurant. As a result, the decrease in
rental and earned income during the quarter and six months ended June 30, 2000,
as compared to the quarter and six months ended June 30, 1999, was partially
offset by an increase in rental and earned income of approximately $34,900 and
$86,300, respectively. In August 1999, Long John Silver's, Inc. assumed and
affirmed its five remaining leases with the Partnership, and the Partnership has
continued to receive rental payments relating to these five leases. Rental and
earned income also increased during the six months ended June 30, 2000, as
compared to the six months ended June 30, 1999, by approximately $7,500 due to
the Partnership receiving bankruptcy proceeds relating to the three Properties
whose leases were rejected, as described above.
During the six months ended June 30, 2000 and 1999, the Partnership
also owned and leased two Properties indirectly through joint venture
arrangements and three Properties with affiliates of the general partners as
tenants-in-common. In connection therewith, during the six months ended June 30,
2000 and 1999, the Partnership earned $122,978 and $120,554, respectively,
attributable to the net income earned by these joint ventures $64,750 and
$60,327 of which was earned during the quarters ended June 30, 2000 and 1999,
respectively.
Operating expenses, including depreciation and amortization expense,
were $425,225 and $463,308 for the six months ended June 30, 2000 and 1999,
respectively, of which $184,304 and $234,316 were incurred for the quarters
ended June 30, 2000 and 1999, respectively. The decrease in operating expenses
during the quarter and six months ended June 30, 2000, as compared to the
quarter and six months ended June 30, 1999, was partially attributable to the
fact that the Partnership incurred less transaction costs related to the general
partners retaining financial and legal advisors to assist them in evaluating and
negotiating the proposed merger with CNL American Properties Fund, Inc. ("APF")
due to the termination of the proposed merger, as described below in
"Termination of Merger." The decrease during the quarter and six months ended
June 30, 2000 was also partially attributable to a decrease in depreciation
expense as a result of the sale of a Property in July 1999.
In addition, operating expenses were higher during the quarter and six
months ended June 30, 1999 due to the Partnership incurring insurance, legal
fees 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, as described above. As of June 30, 1999, the Partnership had entered into
new leases with new tenants for each of the Properties and in accordance with
each lease agreement, the new tenant is responsible for real estate taxes,
insurance and maintenance relating to each Property.
The decrease in operating expenses during the quarter and six months
ended June 30, 2000, as compared to the quarter and six months ended June 30,
1999, was partially offset by an increase in (i) administrative expenses for
servicing the Partnership and its Properties and (ii) real estate tax expense
due to the default by the tenant of the Property in Mt. Airy, North Carolina, as
described above.
During the quarter and six months ended June 30, 1999, the Partnership
entered into a new lease for its Property in Tampa, Florida, with a
Steak-n-Shake operator. In connection with the new lease, the Partnership agreed
to renovate the Property; therefore, the old building located on the Property
was removed. As a result, the Partnership removed the remaining undepreciated
cost of the building from its accounts resulting in a loss of $352,285 for
financial reporting purposes.
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.
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 XIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-53672-01 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-53672-01 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XIII, Ltd. (Included
as Exhibit 4.2 to Form 10-K filed with the
Securities and Exchange Commission on March 31,
1994, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as exhibit 10.2 to Form 10-K filed with
the Securities and Exchange Commission on March 30,
1995, and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with
the Securities and Exchange Commission on April 1,
1996, and incorporated herein by reference.)
27 Financial Data schedule (Filed herewith.)
(b) 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 11th day of August, 2000.
By: CNL INCOME FUND XIII, 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)
