CNL INCOME FUND XV LTD
10-Q, 2000-05-12
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 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
                                     0-26216
                     ---------------------------------------


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


          Florida                                              59-3198888
- -----------------------------------------          -----------------------------
(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 XV, 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 and allowance for loss on land
                                                                                $ 23,371,117           $ 23,263,676
   Net investment in direct financing leases                                       6,218,212              6,236,233
   Investment in joint ventures                                                    3,065,739              3,095,152
   Cash and cash equivalents                                                       2,307,561              1,660,363
   Receivables, less allowance for doubtful
       accounts of $43,569 and $13,085, respectively                                  47,907                 97,068
   Prepaid expenses                                                                    8,418                 14,988
   Lease costs, less accumulated amortization of
       $1,833 and $1,479, respectively                                                19,406                 19,760
   Accrued rental income less allowance for doubtful
       accounts of $2,317 in 2000                                                  1,723,821              1,686,740
                                                                          -------------------    -------------------

                                                                                $ 36,762,181           $ 36,073,980
                                                                          ===================    ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $     61,773           $    122,999
   Accrued construction costs payable                                                749,500                     --
   Accrued and escrowed real estate taxes payable                                     22,193                 28,352
   Distributions payable                                                             800,000                800,000
   Due to related parties                                                            113,315                 60,991
   Rents paid in advance and deposits                                                109,095                 25,763
                                                                          -------------------    -------------------
       Total liabilities                                                           1,855,876              1,038,105

   Partners' capital                                                              34,906,305             35,035,875
                                                                          -------------------    -------------------

                                                                                $ 36,762,181           $ 36,073,980
                                                                          ===================    ===================





See accompany notes to condensed financial statements.
<PAGE>


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


                                                                      Quarter Ended
                                                                        March 31,
                                                                 2000               1999
                                                             --------------    ---------------
Revenues:
    Rental income from operating leases                          $ 655,461          $ 594,046
    Earned income from direct financing leases                     145,854            210,162
    Interest and other income                                       42,459             11,104
                                                             --------------    ---------------
                                                                   843,774            815,312
                                                             --------------    ---------------

Expenses:
    General operating and administrative                            45,813             40,317
    Professional services                                           13,044              8,604
    Management fees to related parties                               9,051              8,051
    Real estate taxes                                                6,390              8,690
    State and other taxes                                           35,787             21,191
    Depreciation and amortization                                   80,492             75,499
    Transaction costs                                               46,400             32,820
                                                             --------------    ---------------
                                                                   236,977            195,172
                                                             --------------    ---------------

Income Before Equity in Earnings of Joint Ventures                 606,797            620,140

Equity in Earnings of Joint Ventures                                63,633             61,901
                                                             --------------    ---------------

Net Income                                                       $ 670,430          $ 682,041
                                                             ==============    ===============

Allocation of Net Income:
    General partners                                             $   6,704          $   6,821
    Limited partners                                               663,726            675,220
                                                             --------------    ---------------

                                                                 $ 670,430          $ 682,041
                                                             ==============    ===============

Net Income Per Limited Partner Unit                               $   0.17           $   0.17
                                                             ==============    ===============

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

See accompanying notes to financial statements.
<PAGE>


                            CNL INCOME FUND XV, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                                                  Quarter Ended            Year Ended
                                                                    March 31,             December 31,
                                                                       2000                   1999
                                                                -------------------     ------------------

General partners:
    Beginning balance                                                 $    174,788           $    145,629
    Net income                                                               6,704                 29,159
                                                                -------------------     ------------------
                                                                           181,492                174,788
                                                                -------------------     ------------------

Limited partners:
    Beginning balance                                                   34,861,087             35,320,271
    Net income                                                             663,726              2,740,816
    Distributions ($0.20 and $0.80 per limited partner
    unit, respectively)                                                   (800,000 )          (3,200,000)
                                                                -------------------     ------------------
                                                                        34,724,813             34,861,087
                                                                -------------------     ------------------

Total partners' capital                                               $ 34,906,305           $ 35,035,875
                                                                ===================     ==================



See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XV, 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                                   $885,068          $ 682,639
                                                                            --------------     --------------

     Cash Flows from Investing Activities:
        Proceeds from sale of land and building                                   562,130                 --
                                                                            --------------     --------------
           Net cash provided by investing activities                              562,130                 --
                                                                            --------------     --------------

     Cash Flows from Financing Activities:
        Distributions to limited partners                                        (800,000 )         (800,000 )
                                                                            --------------     --------------
           Net cash used in financing activities                                 (800,000 )         (800,000 )
                                                                            --------------     --------------

 Net Increase (Decrease) in Cash and Cash
     Equivalents                                                                  647,198           (117,361 )

 Cash and Cash Equivalents at Beginning of Quarter                              1,660,363          1,214,444
                                                                            --------------     --------------

 Cash and Cash Equivalents at End of Quarter                                   $2,307,561         $1,097,083
                                                                            ==============     ==============

 Supplemental Schedule of Non-Cash Financing
     Activities:

        Distributions declared and unpaid at end of
           quarter                                                             $  800,000        $   800,000

                                                                            ==============     ==============
</TABLE>

See accompanying notes to condensed financial statements.

<PAGE>



                            CNL INCOME FUND XV, 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 XV, Ltd. (the  "Partnership")  for the year ended  December
         31, 1999.

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                                            $ 14,925,839                 $ 15,200,352
               Buildings                                          9,205,870                    9,606,254
                                                            -------------------       -------------------
                                                                 24,131,709                   24,806,606
               Less accumulated depreciation                     (1,401,682)                  (1,345,651)
                                                            -------------------       -------------------
                                                                 22,730,027                   23,460,955
               Construction in progress                             749,500                           --
                                                            -------------------       -------------------
                                                                 23,479,527                   23,460,955
               Less allowance for loss on land and
                   buildings                                       (108,410)                    (197,279)
                                                            -------------------       -------------------

                                                               $ 23,371,117                 $ 23,263,676
                                                            ===================       ===================


</TABLE>

<PAGE>


                            CNL INCOME FUND XV, LTD.
                        (A Florida Limited Partnership)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2000 and 1999


2.       Land and Buildings on Operating Leases-Continued:

         In December  1999,  the  Partnership  entered  into a new lease for the
         property in Mentor,  Ohio, with a new tenant to operate the property as
         a Bennigan's  restaurant.  In  connection  therewith,  the  Partnership
         agreed to pay up to $749,500 in renovation costs, all of which had been
         incurred and accrued as of March 31, 2000.

         In January 2000, the Partnership sold its property in Lexington,  North
         Carolina,  to an  unrelated  third party for  $599,500 and received net
         sales  proceeds  of  $562,130,  resulting  in a  loss  of  $88,869  for
         financial  reporting  purposes,   which  the  Partnership  recorded  at
         December 31, 1999, as an allowance for loss on building.

3.       Termination of Merger:

         On March 1, 2000,  the general  partners  and CNL  American  Properties
         Fund, Inc.  ("APF") mutually agreed to terminate the Agreement and Plan
         of  Merger  entered  into in  March  1999.  The  general  partners  are
         continuing  to evaluate  strategic  alternatives  for the  Partnership,
         including alternatives to provide liquidity to the limited partners.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income  Fund 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  land  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
generally are triple-net leases, with the lessee responsible for all repairs and
maintenance,  property taxes, insurance and utilities. As of March 31, 2000, the
Partnership  owned 49 Properties,  which included  interests in seven Properties
owned by a joint  venture  in which the  Partnership  is a  co-venturer  and two
Properties owned with affiliates as tenants-in-common.

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 $885,068 and
$682,639  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.

         In December 1999, the  Partnership  entered into a new lease with a new
tenant for its Property in Mentor, Ohio, to operate the Property as a Bennigan's
restaurant.  In connection  therewith,  the Partnership  committed to fund up to
$749,500 for renovation  costs, all of which had been incurred and accrued as of
March 31, 2000.

         In January 2000, the Partnership sold its Property in Lexington,  North
Carolina, for $599,500 and received net sales proceeds of $562,130, resulting in
a loss of  $88,869  for  financial  reporting  purposes,  which the  Partnership
recorded  as an  allowance  for loss on  Property  at  December  31,  1999.  The
Partnership intends to use the net sales proceeds from the sale of this Property
to pay liabilities of the Partnership,  to reinvest in an additional Property or
to distribute to the limited partners.

         Currently,   cash  reserves,   rental  income  from  the  Partnership's
Properties, and net sales proceeds held by the Partnership are 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,  to make  distributions to the partners
and, if determined  appropriate,  to invest in an additional Property.  At March
31,  2000,  the   Partnership   had  $2,307,561   invested  in  such  short-term
investments,  as compared to  $1,660,363  at December 31, 1999.  The increase in
cash and cash  equivalents at March 31, 2000, was primarily  attributable to the
receipt of net sales proceeds relating to the sale of the Property in Lexington,
North  Carolina in January 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, to pay for  construction  costs
relating to the  Property in Mentor,  Ohio and, if  determined  appropriate,  to
acquire an additional Property.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions to limited partners of $800,000 for each of the quarters
ended March 31, 2000 and 1999. This represents distributions for each applicable
quarter of $0.20 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,  including distributions payable,
increased to $1,855,876 at March 31, 2000, from $1,038,105 at December 31, 1999,
primarily as a result of the Partnership accruing construction costs relating to
the  Bennigan's  Property  in  Mentor,  Ohio,  as  described  above in  "Capital
Resources."  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 42 wholly owned Properties (including one Property sold in November 1999)
and during the quarter ended March 31, 2000, the Partnership owned and leased 41
wholly  owned  Properties  (including  one  Property  sold in  January  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  $801,315 and $804,208,  respectively,  in rental  income from  operating
leases and earned income from direct financing leases from these Properties. The
decrease 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
rental and earned income decreased approximately $50,900 due to the fact that in
December  1999,  the  Partnership  terminated  the lease  with the tenant of the
Property in Mentor,  Ohio.  In December  1999,  the  Partnership  re-leased  the
Property to a new tenant, and intends to renovate the property into a Bennigan's
restaurant, as described above in "Capital Resources."

         Rental and earned income also  decreased  approximately  $27,200 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  increased its  allowance for doubtful  accounts for past due rental
amounts  relating to several  Properties  in accordance  with the  Partnership's
policy.  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.  No such  allowance  was recorded  during the quarter ended
March 31, 1999.

         In addition,  in 1998,  Long John Silver's,  Inc. filed for bankruptcy,
rejected  the  leases  relating  to four of the eight  Properties  it leased and
ceased making rental payments to the Partnership.  Subsequently, two of the four
Properties with rejected leases were sold and one was re-leased to a new tenant.
As of March 31, 2000, the remaining  Property whose lease was rejected  remained
vacant.  The  general  partners  are  currently  seeking  either a new tenant or
purchaser for the vacant Property. The Partnership will not recognize any rental
and earned income from this vacant Property until a new tenant for this Property
is located or until the  Property  is sold and the  proceeds  from such sale are
reinvested in an additional  Property.  The lost  revenues  resulting  from this
Property  could  have an adverse  effect on the  results  of  operations  of the
Partnership if the  Partnership is not able to re-lease the Property in a timely
manner.  In 1999,  Long  John  Silver's,  Inc.  assumed  and  affirmed  its four
remaining  leases and the  Partnership  has continued to receive rental payments
relating to these four leases.  The decrease in rental and earned  income during
the quarter  ended March 31,  2000,  as compared to the quarter  ended March 31,
1999,  was  partially   offset  by  the  fact  that  the  Partnership   received
approximately  $73,700 in bankruptcy proceeds during the quarter ended March 31,
2000 relating to the Properties whose leases were rejected in 1998, as described
above.

         For the quarters  ended March 31, 2000 and 1999, 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  quarter  ended March 31,  2000,  the  Partnership  owned and leased one
additional  Property  indirectly  through  a  joint  venture   arrangement.   In
connection  therewith,  during the quarters  ended March 31, 2000 and 1999,  the
Partnership earned $63,633 and $61,901, respectively, attributable to net income
earned by these joint ventures.

         Operating expenses,  including  depreciation and amortization  expense,
were  $236,977  and  $195,172  for the  quarters  ended March 31, 2000 and 1999,
respectively.  The increase in operating expenses during the quarter ended March
31, 2000 is partially attributable to an increase in depreciation expense due to
the fact that during December 1999, the Partnership  reclassified  the lease for
the building for its Property in Mentor,  Ohio from a direct  financing lease to
an  operating  lease due to the new lease  entered  into in  December  1999,  as
described in "Capital  Resources." 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  $46,400 and
$32,820,  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."

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

         Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.        Legal Proceedings.

               On May 11,  1999,  four  limited  partners  in several CNL Income
               Funds  served a derivative  and  purported  class action  lawsuit
               filed April 22, 1999 against the general  partners and APF in the
               Circuit  Court of the Ninth  Judicial  Circuit of Orange  County,
               Florida,  alleging  that  the  general  partners  breached  their
               fiduciary  duties and violated  provisions  of certain of the CNL
               Income  Fund  Partnership   agreements  in  connection  with  the
               proposed Merger. The plaintiffs 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 XV, Ltd.  (Included as Exhibit
                               3.2 to  Registration  Statement  No.  33-69968 on
                               Form S-11 and incorporated herein by reference.)

                     4.1       Affidavit and Certificate of Limited  Partnership
                               of CNL Income Fund XV, Ltd.  (Included as Exhibit
                               4.1 to  Registration  Statement  No.  33-69968 on
                               Form S-11 and incorporated herein by reference.)

                     4.2       Amended  and   Restated   Agreement   of  Limited
                               Partnership of CNL Income Fund XV, Ltd. (Included
                               as  Exhibit  4.2 to  Form  10-K  filed  with  the
                               Securities  and Exchange  Commission on March 30,
                               1995, incorporated herein by reference.)

                     10.1      Management  Agreement between CNL Income Fund XV,
                               Ltd.  and CNL  Investment  Company  (Included  as
                               Exhibit   10.1  to  Form  10-K   filed  with  the
                               Securities  and Exchange  Commission on March 30,
                               1996, and incorporated herein by reference.)

                     10.2      Assignment  of  Management   Agreement  from  CNL
                               Investment  Company to CNL Income Fund  Advisors,
                               Inc. (Included as exhibit 10.2 to Form 10-K filed
                               with the  Securities  and Exchange  Commission on
                               March  30,  1995,  and  incorporated   herein  by
                               reference.)

                     10.3      Assignment  of  Management   Agreement  from  CNL
                               Income Fund Advisors,  Inc. to CNL Fund Advisors,
                               Inc. (Included as Exhibit 10.3 to Form 10-K filed
                               with the  Securities  and Exchange  Commission on
                               April  1,  1996,  and   incorporated   herein  by
                               reference.)

                     27        Financial Data schedule (Filed herewith.)


<PAGE>



               (b)      Reports on Form 8-K

                        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.


                                          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 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 XV, 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>                                         2,307,561
<SECURITIES>                                   0
<RECEIVABLES>                                  91,476
<ALLOWANCES>                                   43,569
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         24,772,799
<DEPRECIATION>                                 1,401,682
<TOTAL-ASSETS>                                 36,762,181
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     34,906,305
<TOTAL-LIABILITY-AND-EQUITY>                   36,762,181
<SALES>                                        0
<TOTAL-REVENUES>                               843,774
<CGS>                                          0
<TOTAL-COSTS>                                  236,977
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                670,430
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            670,430
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   670,430
<EPS-BASIC>                                  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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