CNL INCOME FUND XV LTD
10-Q, 1998-11-12
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 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
                                     0-26216
                          ----------------------------


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

                 Florida                          59-3198888
       (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 XV, 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 $1,004,141
    and $801,601                                                                 $23,531,327             $22,145,138
Net investment in direct financing leases                                          7,609,576               9,264,307
Investment in joint ventures                                                       2,743,255               2,561,816
Cash and cash equivalents                                                          1,222,529               1,614,708
Receivables, less allowance for doubtful
    accounts of $7,434 in 1998                                                            --                  26,888
Prepaid expenses                                                                      20,315                   7,633
Organization costs, less accumulated
    amortization of $9,049 and $7,548                                                    951                   2,452
Accrued rental income                                                              1,474,597               1,422,781
                                                                            -----------------       -----------------

                                                                                 $36,602,550             $37,045,723
                                                                            =================       =================


                    LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                             $         1,078         $         6,991
Accrued and escrowed real estate
    taxes payable                                                                     31,820                   6,158
Distributions payable                                                                800,000                 800,000
Due to related parties                                                                 5,049                   4,311
Rents paid in advance and deposits                                                        --                   4,860
                                                                            -----------------       -----------------
       Total liabilities                                                             837,947                 822,320

Partners' capital                                                                 35,764,603              36,223,403
                                                                            -----------------       -----------------

                                                                                 $36,602,550             $37,045,723
                                                                            =================       =================
</TABLE>


                 See accompanying notes to financial statements.

                                       1
<PAGE>


                            CNL INCOME FUND XV, 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                                     $   613,294        $   631,816        $1,849,278       $1,894,349
    Adjustments to accrued rental income                   --                 --          (250,631 )             --
    Earned income from direct financing
       leases                                         219,480            264,571           726,544          795,619
    Interest and other income                          12,045             15,534            51,682           45,595
                                                  ------------      -------------      ------------      -----------
                                                      844,819            911,921         2,376,873        2,735,563
                                                  ------------      -------------      ------------      -----------
Expenses:
    General operating and
       administrative                                  40,231             31,490           107,194          101,281
    Professional services                               5,358              5,077            18,867           15,189
    Management fees to related parties                  8,180              8,847            25,475           26,312
    Real estate taxes                                  28,562                 --            31,208               --
    State and other taxes                                  --                 --            27,763           26,009
    Depreciation and amortization                      80,468             62,099           204,668          186,248
                                                  ------------      -------------      ------------      -----------
                                                      162,799            107,513           415,175          355,039
                                                  ------------      -------------      ------------      -----------

Income Before Equity in Earnings
    of Joint Ventures                                 682,020            804,408         1,961,698        2,380,524

Equity in Earnings of Joint Ventures                   59,208             60,424           179,502          177,735
                                                  ------------      -------------      ------------      -----------

Net Income                                         $  741,228        $   864,832        $2,141,200       $2,558,259
                                                  ============      =============      ============      ===========

Allocation of Net Income:
    General partners                               $    7,412        $     8,649        $   21,412       $   25,583
    Limited partners                                  733,816            856,183         2,119,788        2,532,676
                                                  ------------      -------------      ------------      -----------

                                                   $  741,228        $   864,832        $2,141,200       $2,558,259
                                                  ============      =============      ============      ===========

Net Income Per Limited Partner Unit                $     0.18        $      0.21        $     0.53       $     0.63
                                                  ============      =============      ============      ===========

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


</TABLE>


                 See accompanying notes to financial statements.

                                       2
<PAGE>


                            CNL INCOME FUND XV, 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                                              $     117,411              $       83,062
      Net income                                                            21,412                      34,349
                                                                   ----------------             ---------------
                                                                           138,823                     117,411
                                                                   ----------------             ---------------
  Limited partners:
      Beginning balance                                                 36,105,992                  35,905,436
      Net income                                                         2,119,788                   3,400,556
      Distributions ($0.65 and
         $0.80 per limited partner
         unit, respectively)                                            (2,600,000 )                (3,200,000 )
                                                                   ----------------             ---------------
                                                                        35,625,780                  36,105,992
                                                                   ----------------             ---------------

  Total partners' capital                                              $35,764,603                 $36,223,403
                                                                   ================             ===============
</TABLE>

                 See accompanying notes to financial statements.

                                       3
<PAGE>


                            CNL INCOME FUND XV, 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                       $  2,415,807            $  2,550,613
                                                                   ----------------         ---------------

      Cash Flows from Investing Activities:
         Investment in joint ventures                                     (207,986 )                     --
         Return of capital from joint venture                                    --                  51,950
                                                                   ----------------         ---------------
                Net cash provided by (used in)
                   investing activities                                   (207,986 )                51,950
                                                                   ----------------         ---------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                              (2,600,000 )            (2,480,000 )
                                                                   ----------------         ---------------
                Net cash used in financing
                   activities                                           (2,600,000 )            (2,480,000 )
                                                                   ----------------         ---------------

Net Increase (Decrease) in Cash and Cash                                  (392,179 )               122,563
   Equivalents

Cash and Cash Equivalents at Beginning
   of Period                                                             1,614,708               1,536,163
                                                                   ----------------         ---------------

Cash and Cash Equivalents at End of
   Period                                                             $  1,222,529            $  1,658,726
                                                                   ================         ===============

Supplemental Schedule of Non-Cash Investing
   and Financing Activities

      Net investment in direct financing
         lease reclassified to land and
         building on operating leases as
         a result of lease termination                                $  1,588,729            $         --
                                                                   ================         ===============

      Distributions declared and unpaid at end of
         period                                                      $     800,000            $    800,000
                                                                   ================         ===============
</TABLE>


                 See accompanying notes to financial statements.

                                       4
<PAGE>


                            CNL INCOME FUND XV, 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  quarter and 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 XV, 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,  four  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 the 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 losses  on the  termination  of direct  financing
         leases were recorded for financial reporting purposes.

3.       Investment in Joint Ventures:

         In June 1998, the Partnership  acquired a 14.93% interest in a property
         in Fort Myers,  Florida, as tenants-in-common  with an affiliate of the
         general partners.  The Partnership  accounts for its investment in this
         property using the equity method since the  Partnership  shares control
         with an affiliate, and amounts relating to its investments are included
         in investment in joint ventures.



                                       5
<PAGE>


                            CNL INCOME FUND XV, 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 - Continued:

         Wood-Ridge Real Estate Joint Venture and the Partnership and affiliates
         as  tenants-in-common in two separate  tenancy-in-common  arrangements,
         own and  lease  six  properties  and  one  property,  respectively,  to
         operators  of  national  fast-food  or  family-style  restaurants.  The
         following presents the combined,  condensed  financial  information for
         all of the Partnership's investments in joint ventures at:
<TABLE>
<CAPTION>

                                                                           September 30,           December 31,
                                                                               1998                    1997
                                                                         ------------------     -------------------
<S> <C>
                     Land and buildings on operating
                         leases, less accumulated
                         depreciation                                          $6,094,108             $5,563,722
                     Net investment in direct financing
                         lease                                                    829,116                     --
                     Cash                                                           8,207                 10,890
                     Receivables                                                       --                  5,923
                     Accrued rental income                                        117,515                 74,001
                     Other assets                                                     955                  1,078
                     Liabilities                                                   24,817                 18,195
                     Partners' capital                                          7,025,084              5,637,419
                     Revenues                                                     534,294                650,354
                     Net income                                                   425,472                522,611
</TABLE>

         The Partnership  recognized  income totaling  $179,502 and $177,735 for
         the nine months ended September 30, 1998 and 1997,  respectively,  from
         these joint  ventures,  $59,208 and $60,424 of which was earned  during
         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 XV,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership that was organized on September 2, 1993, 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  lessee   responsible  for  all  repairs  and
maintenance,  property taxes, insurance and utilities. As of September 30, 1998,
the Partnership owned 50 Properties, including interests in six Properties owned
by a joint venture in which the  Partnership is a co-venturer and two Properties
owned with affiliates as tenants-in-common.

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
$2,415,807 and $2,550,613 for the nine months ended September 30, 1998 and 1997,
respectively.  The  decrease 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 income and  expenses  as  described  below in
"Results of Operations" and 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 June  1998,  the  Partnership  acquired a  Property  in Fort  Myers,
Florida  with an  affiliate  of the general  partners as  tenants-in-common.  In
connection  therewith,  the  Partnership  and  the  affiliate  entered  into  an
agreement  whereby each  co-venturer will share in the profits and losses of the
Property in proportion to its applicable  percentage  interest.  As of September
30, 1998, the Partnership owned a 14.93% interest in the Property.

         Currently,  cash  reserves  and rental  income  from the  Partnership's
Properties  are 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 $1,222,529 invested in such short-term investments, as
compared to  $1,614,708  at December  31,  1997.  The  decrease in cash and cash
equivalents  for  the  nine  months  ended  September  30,  1998,  is  primarily
attributable  to the  acquisition  of a Property  as  tenants-in-common  with an
affiliate of the general  partners,  as described  above. 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.




                                       7
<PAGE>


Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
increased to $837,947 at September 30, 1998, from $822,320 at December 31, 1997,
primarily  as a  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.

         Based on cash from operations,  and for the nine months ended September
30, 1998,  accumulated  excess  operating  reserves,  the  Partnership  declared
distributions  to the limited partners of $2,600,000 and $2,400,000 for the nine
months ended September 30, 1998 and 1997, respectively ($800,000 for each of the
quarters ended September 30, 1998 and 1997).  This represents  distributions  of
$0.65 and $0.60 per unit for the nine months ended  September 30, 1998 and 1997,
respectively ($0.20 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 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.



                                       8
<PAGE>


Results of Operations

         During each of the nine months ended  September 30, 1998 and 1997,  the
Partnership  owned  and  leased 42  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
$2,325,191 and $2,689,968,  respectively, in rental income from operating leases
(net of  adjustments  to accrued  rental  income) and earned  income from direct
financing  leases  from these  Properties,  $832,774  and  $896,387 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
Partnership stopped receiving rental income from the tenant, Long John Silver's,
Inc.,  which  filed for  bankruptcy  and  rejected  the leases  relating to four
Properties.  As a result,  during the nine months ended  September 30, 1998, the
Partnership wrote off approximately  $250,600 of accrued rental income (non-cash
accounting  adjustment  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
purchasers for these  Properties.  The Partnership will not recognize 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.

         For the nine months ended  September 30, 1997 and 1998, the Partnership
also  owned and leased  six  Properties  indirectly  through  one joint  venture
arrangement and one Property as tenants-in-common with affiliates of the general
partners.  For the nine months ended  September 30, 1998, the  Partnership  also
owned an additional Property, held as tenants-in-common with an affiliate of the
general  partners.  In  connection  therewith,  during  the  nine  months  ended
September  30, 1998 and 1997,  the  Partnership  earned  $179,502 and  $177,735,
respectively, attributable to net income earned by these joint ventures, $59,208
and $60,424 of which was earned during the quarters ended September 30, 1998 and
1997, respectively.

         Operating expenses,  including  depreciation and amortization  expense,
were  $415,175 and $355,039  for the nine months  ended  September  30, 1998 and
1997,  respectively,  $162,799  and  $107,513  of which  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,
as  compared  to the  quarter  and nine months  ended  September  30,  1997,  is
partially  attributable to the fact that the Partnership  accrued  insurance and
real estate taxes as a result of Long John Silver's,  Inc. filing for bankruptcy
and rejecting the leases relating to four Properties, in June 1998. In addition,
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 with rejected leases
until  replacement  tenants  or  purchasers  are  located.  The  Partnership  is
currently seeking either replacement  tenants or purchasers for these Properties
with rejected leases.


                                       9
<PAGE>


Results of Operations - Continued

         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.

         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

                                       10
<PAGE>


Results of Operations - Continued

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 11th day of November, 1998.


                        CNL INCOME FUND XV, 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 XV, 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 XV, 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>                                         1,222,529
<SECURITIES>                                   0
<RECEIVABLES>                                  7,434
<ALLOWANCES>                                   7,434
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         24,535,468
<DEPRECIATION>                                 1,004,141
<TOTAL-ASSETS>                                 36,602,550
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     35,764,603
<TOTAL-LIABILITY-AND-EQUITY>                   36,602,550
<SALES>                                        0
<TOTAL-REVENUES>                               2,376,873
<CGS>                                          0
<TOTAL-COSTS>                                  415,175
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                2,141,200
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            2,141,200
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,141,200
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>Due  to the  nature  of its  industry,  CNL  Income  Fund  XV,  Ltd.  has an
unclassified  balance  sheet;  therefore,  no values are shown above for current
assets and current liabilities.
</FN>
        

</TABLE>


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