CNL INCOME FUND XVI LTD
10-Q, 1998-08-12
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 June 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
                                     0-26218


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


          Florida                           59-3198891
(State or other jurisdiction            (I.R.S. Employer
of incorporation or organiza-           Identification No.)
tion)


400 E. South Street
Orlando, Florida                               32801
- ----------------------------             -----------------
(Address of principal                       (Zip Code)
executive offices)


Registrant's telephone number
(including area code)                      (407) 422-1574


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                     4-5

             Notes to Condensed Financial Statements                6-8

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                                  9-12


Part II

  Other Information                                                 13


<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS


                                            June 30,                December 31,
            ASSETS                            1998                      1997
                                           -----------              --------

Land and buildings on operating
  leases, less accumulated
  depreciation of $1,705,440
  and $1,437,443                           $30,229,793             $30,658,994
Net investment in direct financing
  leases                                     5,931,981               5,968,812
Investment in joint ventures                 1,378,058                 771,684
Cash and cash equivalents                    1,838,278               1,673,869
Restricted cash                                     -                  627,899
Receivables, less allowance for
  doubtful accounts of $23,011
  and $879                                       2,251                  31,946
Prepaid expenses                                26,439                   9,293
Organization costs, less accumu-
  lated amortization of $7,550
  and $6,550                                     2,450                   3,450
Accrued rental income                        1,298,409               1,192,373
                                           -----------             -----------

                                           $40,707,659             $40,938,320
                                           ===========             ===========


LIABILITIES AND PARTNERS' CAPITAL

Construction costs payable                 $     5,532             $    53,278
Accounts payable                                 3,969                   2,707
Accrued and escrowed real estate
  taxes payable                                  5,738                   4,353
Distributions payable                          900,000                 900,000
Due to related parties                           5,034                   3,351
Rents paid in advance and deposits              86,389                  69,705
                                           -----------             -----------
    Total liabilities                        1,006,662               1,033,394

Partners' capital                           39,700,997              39,904,926
                                           -----------             -----------

                                           $40,707,659             $40,938,320
                                           ===========             ===========


            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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

<TABLE>
<CAPTION>

                                                            Quarter Ended                       Six Months Ended
                                                              June 30,                             June 30,
                                                     1998             1997               1998              1997
                                                  ----------       ----------         ----------        -------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  883,229       $  890,377         $1,771,324        $1,788,604
  Adjustments to accrued
    rental income                                   (119,072)              -            (119,072)               -
  Earned income from direct
    financing leases                                 160,329          175,935            335,376           352,146
  Interest and other income                           19,743           20,264             34,504            38,829
                                                  ----------       ----------         ----------        ----------
                                                     944,229        1,086,576          2,022,132         2,179,579
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    41,002           39,919             74,023            81,059
  Professional services                                8,511            7,599             17,951            13,312
  Management fees to
    related parties                                    9,853            9,840             19,816            19,742
  Real estate taxes                                      839               -                 839                -
  State and other taxes                                   89              152             19,391            20,534
  Depreciation and
    amortization                                     128,081          140,916            268,997           282,050
                                                  ----------       ----------         ----------        ----------
                                                     188,375          198,426            401,017           416,697
                                                  ----------       ----------         ----------        ----------

Income Before Equity in
  Earnings of Joint Ventures
  and Gain on Sale of Land                           755,854          888,150          1,621,115         1,762,882

Equity in Earnings of Joint
  Ventures                                            33,522           18,295             64,956            36,620

Gain on Sale of Land                                      -                -                  -             41,148
                                                  ----------       ----------         ----------        ----------

Net Income                                        $  789,376       $  906,445         $1,686,071        $1,840,650
                                                  ==========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                                $    7,894       $    9,065         $   16,861        $   17,995
  Limited partners                                   781,482          897,380          1,669,210         1,822,655
                                                  ----------       ----------         ----------        ----------

                                                  $  789,376       $  906,445         $1,686,071        $1,840,650
                                                  ==========       ==========         ==========        ==========
Net Income Per Limited
  Partner Unit                                    $     0.17       $     0.20         $     0.37        $     0.41
                                                  ==========       ==========         ==========        ==========

Weighted Average Number
  of Limited Partner
  Units Outstanding                                4,500,000        4,500,000          4,500,000         4,500,000
                                                  ==========       ==========         ==========        ==========
</TABLE>



            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



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


                                    Six Months Ended               Year Ended
                                        June 30,                  December 31,
                                          1998                        1997
                                    ----------------              --------

General partners:
  Beginning balance                  $    99,615                 $    63,423
  Net income                              16,861                      36,192
                                     -----------                 -----------
                                         116,476                      99,615
                                     -----------                 -----------

Limited partners:
  Beginning balance                   39,805,311                  39,781,176
  Net income                           1,669,210                   3,624,135
  Distributions ($0.42 and $0.80
    per limited partner unit,
    respectively)                     (1,890,000)                 (3,600,000)
                                     -----------                 -----------
                                      39,584,521                  39,805,311
                                     -----------                 -----------

Total partners' capital              $39,700,997                 $39,904,926
                                     ===========                 ===========


            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                     Six Months Ended
                                                          June 30,
                                                 1998               1997
                                             -----------         ------------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating
      Activities                             $ 1,922,221         $ 1,888,155
                                             -----------         -----------

    Cash Flows From Investing
      Activities:
        Proceeds from sale of land                    -              610,384
        Reimbursement from developer
          of construction costs                  161,204                    -
        Investment in direct
          financing leases                       (31,504)            (29,257)
        Investment in joint ventures            (607,896)                 -
        Decrease in restricted cash              610,384                  -
                                             -----------         ----------
            Net cash provided by
              investing activities               132,188             581,127
                                             -----------         -----------

    Cash Flows From Financing
      Activities:
        Distributions to limited
          partners                            (1,890,000)         (1,800,000)
                                             -----------         -----------
            Net cash used in
              financing activities            (1,890,000)         (1,800,000)
                                             -----------         -----------

Net Increase in Cash and Cash
  Equivalents                                    164,409             669,282

Cash and Cash Equivalents at
  Beginning of Period                          1,673,869           1,546,203
                                             -----------         -----------

Cash and Cash Equivalents at End
  of Period                                  $ 1,838,278         $ 2,215,485
                                             ===========         ===========


            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                 CONDENSED STATEMENTS OF CASH FLOWS - CONTINUED


                                                     Six Months Ended
                                                         June 30,
                                                 1998               1997
                                             -----------         ----------

Supplemental Schedule of Non-Cash
  Investing and Financing Activities:

    Land and building under operating
      lease exchanged for land and
      building under operating lease         $   827,789         $        -
                                             ===========         ===========

    Land and building under direct
      financing lease exchanged for
      land and building under direct
      financing lease                        $   761,334         $        -
                                             ===========         ===========

    Distributions declared and
      unpaid at end of period                $   900,000         $   900,000
                                             ===========         ===========




            See accompanying notes to condensed financial statements.

                                        5

<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 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 six months ended June 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 XVI, Ltd. (the  "Partnership")  for the year ended December
         31, 1997.

         The general partners are in the process of analyzing the effects of the
         consensus reached by the Financial  Accounting  Standards Board in EITF
         98-9, entitled "Accounting for Contingent Rent in the Interim Financial
         Periods,"  issued in May 1998. The general  partners do not expect that
         the  conclusions  reached in this consensus will have a material effect
         on the Partnership's financial position or results of operations.

2.       Land and Building on Operating Leases:

         In  May  1998,  the  tenant  of the  property  in  Madison,  Tennessee,
         exercised  its  option  under  the  terms of its  lease  agreement,  to
         substitute  the  existing  property  for  a  replacement  property.  In
         conjunction  therewith,  the  Partnership  exchanged  the Boston Market
         property  in  Madison,  Tennessee,  for a  Boston  Market  property  in
         Lawrence, Kansas. The lease for the property in Madison, Tennessee, was
         amended to allow the property in Lawrence,  Kansas,  to continue  under
         the terms of the  original  lease.  All closing  costs were paid by the
         tenant. The Partnership accounted for this as a nonmonetary exchange of
         similar  assets  and  recorded  the  acquisition  of  the  property  in
         Lawrence,  Kansas,  at the net book value of the  property  in Madison,
         Tennessee.  No gain or loss was recognized due to this being  accounted
         for as a nonmonetary exchange of similar assets.



                                        6

<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1998 and 1997


3.       Net Investment in Direct Financing Leases:

         In June 1998,  the tenant of the  property in  Chattanooga,  Tennessee,
         exercised  its  option  under  the  terms of its  lease  agreement,  to
         substitute  the  existing  property  for  a  replacement  property.  In
         conjunction  therewith,  the  Partnership  exchanged  the Boston Market
         property in  Chattanooga,  Tennessee,  for a Boston Market  property in
         Indianapolis,  Indiana.  The lease  for the  property  in  Chattanooga,
         Tennessee, was amended to allow the property in Indianapolis,  Indiana,
         to continue  under the terms of the original  lease.  All closing costs
         were  paid by the  tenant.  The  Partnership  accounted  for  this as a
         nonmonetary  exchange of similar assets and recorded the acquisition of
         the  property in  Indianapolis,  Indiana,  at the net book value of the
         property in Chattanooga,  Tennessee. No gain or loss was recognized due
         to this  being  accounted  for as a  nonmonetary  exchange  of  similar
         assets.

4.       Investment in Joint Ventures:

         In January 1998, the Partnership  acquired a 40.42% interest in an IHOP
         property in Memphis, Tennessee, as tenants-in-common with affiliates of
         the general  partners.  The Partnership  accounts for its investment in
         this  property  using the equity  method since the  Partnership  shares
         control with  affiliates,  and amounts  relating to its  investment are
         included in investment in joint ventures.

         The following presents the combined,  condensed  financial  information
         for the properties held as tenants-in-common with affiliates at:

                                                  June 30,        December 31,
                                                    1998              1997
                  Land and buildings on
                    operating leases, less
                    accumulated depreciation     $2,422,421        $941,142
                  Cash                                  892           8,190
                  Prepaid expenses                      150              29
                  Accrued rental income              39,709          20,171
                  Liabilities                           279           8,163
                  Partners' capital               2,462,893         961,369
                  Revenues                          139,394         112,744
                  Net income                        115,270          91,575

         The Partnership recognized income totalling $64,956 and $36,620 for the
         six  months  ended  June 30,  1998 and 1997,  respectively,  from these
         properties,  $33,522 and  $18,295 of which was earned for the  quarters
         ended June 30, 1998 and 1997, respectively.

                                        7

<PAGE>



                            CNL INCOME FUND XVI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1998 and 1997


5.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual  restaurant chains,  each representing more than ten percent
         of the  Partnership's  total rental and earned  income  (including  the
         Partnership's  share of total  rental  income from  properties  held as
         tenants-in-common  with  affiliates)  for at least one of the six month
         periods ended June 30:

                                                   1998             1997
                                                 --------         ------

                  Denny's                        $585,782         $583,747
                  Golden Corral Family
                    Steakhouse Restaurant         470,612          473,138
                  Jack in the Box                 278,305          278,305
                  Boston Market                   248,400          248,507

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant  concepts,  default by any one of these  lessee's
         could   significantly   impact  the  results  of   operations   of  the
         Partnership.  However,  the general  partners  believe that the risk of
         such a default is reduced due to the  essential or important  nature of
         these properties for the on-going operations of the lessees.

6.       Subsequent Event:

         In July 1998,  the tenant of the property in Las Vegas,  Nevada  ceased
         restaurant operations and vacated the Property. As a result, as of June
         30, 1998,  the  Partnership  had written off  approximately  $77,000 of
         accrued rental income (non-cash accounting  adjustments relating to the
         straight-lining  of future scheduled rent increases over the lease term
         in accordance  with  generally  accepted  accounting  principles).  The
         Partnership also  established an allowance for doubtful  accounts as of
         June 30, 1998,  of  approximately  $9,000 for rental and earned  income
         amounts  due from this tenant due to the fact that  collection  of such
         amounts is questionable.  The Partnership is currently seeking either a
         replacement tenant or purchaser for this property.

                                        8

<PAGE>



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

         CNL Income Fund XVI,  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 restaurant  properties,  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
are  triple-net  leases,  with  the  lessee  responsible  for  all  repairs  and
maintenance,  property taxes, insurance and utilities.  As of June 30, 1998, the
Partnership owned 43 Properties,  including two Properties owned with affiliates
as tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 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 $1,922,221 and
$1,888,155  for the six months ended June 30, 1998 and 1997,  respectively.  The
increase in cash from  operations  for the six months  ended June 30,  1998,  as
compared to the six months ended June 30, 1997, is primarily a result of changes
in the Partnership's working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 1998.

         In January 1998, the  Partnership  reinvested the net sales proceeds it
received from the sale, in March 1997, of the Property in Oviedo,  Florida, in a
Property located in Memphis,  Tennessee, with affiliates of the general partners
as  tenants-in-common.   In  connection  therewith,   the  Partnership  and  the
affiliates  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 June 30, 1998, the Partnership  owned a 40.42% interest in this
Property.

         In addition, during the six months ended June 30, 1998, the Partnership
received   approximately   $161,000  from  the  developer  of  the  Property  in
Farmington,  New Mexico. This represents a reimbursement from the developer upon
final  reconciliation  of total  construction  costs, to the total  construction
costs funded by the Partnership in accordance with the development agreement.

         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 use of such funds to pay Partnership  expenses or
to make  distributions  to  partners.  At June 30,  1998,  the  Partnership  had
$1,838,278 invested in such short-term investments, as compared to $1,673,869



                                        9

<PAGE>



Liquidity and Capital Resources - Continued

at December 31, 1997. The funds remaining at June 30, 1998, after the payment of
distributions  and  other  liabilities,  will be used to meet the  Partnership's
working capital and other needs.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,006,662 at June 30, 1998,  from $1,033,394 at December 31, 1997.
The decrease was primarily a result of the payment during 1998, of  construction
costs  accrued for certain  Properties  at December 31,  1997.  The decrease was
partially  offset by an increase in rents paid in advance at June 30,  1998,  as
compared to December 31, 1997. 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 six months  ended June 30,
1998,   accumulated  excess  operating   reserves,   the  Partnership   declared
distributions  to the limited  partners of $1,890,000 and $1,800,000 for the six
months  ended June 30,  1998 and 1997,  respectively  ($900,000  for each of the
quarters ended June 30, 1998 and 1997).  This represents  distributions of $0.42
and $0.40 per unit for the six months ended June 30, 1998 and 1997, respectively
($0.20  per unit for each of the  quarters  ended June 30,  1998 and  1997).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 1998 and 1997. No amounts distributed to the limited partners for
the six months  ended June 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 Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

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

Results of Operations

         During the six months ended June 30, 1997,  the  Partnership  owned and
leased 42 wholly owned  Properties  (including one Property in Oviedo,  Florida,
which was sold in March  1997),  and during the six months  ended June 30, 1998,
the  Partnership  owned and leased 43 wholly  owned  Properties  (including  two
Properties in Madison and Chattanooga, Tennessee exchanged for two Properties in
Lawrence,  Kansas and  Indianapolis,  Indiana),  to operators  of fast-food  and
family-style  restaurant chains. In connection therewith,  during the six months
ended June 30, 1998 and 1997, the Partnership earned

                                       10

<PAGE>



Results of Operations - Continued

$1,987,628 and $2,140,750,  respectively, in rental income from operating leases
(net of  adjustments  to accrued  rental  income) and earned  income from direct
financing  leases from these  Properties,  $924,486 and  $1,066,312 of which was
earned  during the  quarters  ended June 30,  1998 and 1997,  respectively.  The
decrease in rental and earned  income  during the  quarter and six months  ended
June 30, 1998, as compared to the quarter and six months ended June 30, 1997, is
partially attributable to the fact that in July 1998, the tenant of the Property
in Las Vegas, Nevada ceased restaurant operations and vacated the Property. As a
result,  during the quarter and six months ended June 30, 1998, the  Partnership
wrote off  approximately  $77,300 of accrued rental income (non-cash  accounting
adjustments  relating to the  straight-lining of future scheduled rent increases
over  the  lease  term  in  accordance   with  generally   accepted   accounting
principles). The Partnership also established an allowance for doubtful accounts
during the quarter and six months ended June 30, 1998, of  approximately  $9,000
for rental and earned  income  amounts due from this tenant due to the fact that
collection of such amounts is  questionable.  The general partners are currently
seeking  either  a  replacement  tenant  or  purchaser  for this  Property.  The
Partnership  will not  recognize any rental and earned income from this Property
until a replacement tenant or purchaser for this Property is located.

         In  addition,  the  decrease  in rental  and earned  income  during the
quarter and six months ended June 30, 1998,  is  partially  attributable  to the
fact  that in June  1998,  the  tenant of the  Properties  in  Charlotte,  North
Carolina and Celina,  Ohio filed for bankruptcy and rejected the leases relating
to these Properties.  As a result,  during the quarter and six months ended June
30, 1998,  the  Partnership  wrote off  approximately  $41,800 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 Partnership also established an allowance
for doubtful  accounts during the quarter and six months ended June 30, 1998, of
approximately $10,600 for rental and earned income amounts due from this tenant,
due to the fact that  collection  of such amounts is  questionable.  The general
partners are currently  seeking  either  replacement  tenants or purchasers  for
these  Properties.  The  Partnership  will not  recognize  any rental and earned
income from these Properties until  replacement  tenants or purchasers for these
Properties are located.

         In addition,  the decrease in rental and earned  income  during the six
months  ended June 30,  1998,  is  partially  the result of a decrease in rental
income due to the sale of the Property in Oviedo,  Florida,  in March 1997.  The
net sales  proceeds were  reinvested in a Property in Memphis,  Tennessee,  with
affiliates of the general partners as tenants-in-common, as described above.

         During the six months ended June 30, 1997, the  Partnership  also owned
and leased one  Property as  tenants-in-common  with an affiliate of the general
partners and during the six months ended

                                       11

<PAGE>



Results of Operations - Continued

June 30, 1998, the  Partnership  owned and leased two Properties with affiliates
of the general partners as tenants-in-common.  In connection  therewith,  during
the six months ended June 30, 1998 and 1997, the Partnership  earned $64,956 and
$36,620,  respectively,  attributable  to  net  income  earned  by  these  joint
ventures, $33,522 and $18,295 of which was earned during the quarters ended June
30, 1998 and 1997,  respectively.  The  increase  in net income  earned by joint
ventures  during the quarter and six months ended June 30, 1998,  as compared to
the quarter and six months ended June 30, 1997, is primarily attributable to the
fact that in January 1998, the Partnership  reinvested the net sales proceeds it
received  from the 1997 sale of the  Property  in  Oviedo,  Florida,  in an IHOP
Property in  Memphis,  Tennessee,  with  affiliates  of the general  partners as
tenants-in-common.

         During the six months  ended June 30,  1998 and 1997,  four  Restaurant
Chains,  Denny's,  Golden Corral Family Steakhouse Restaurant,  Jack in the Box,
and Boston Market, each accounted for more than ten percent of the Partnership's
total rental income (including the Partnership's share of the rental income from
the Properties  owned with affiliates as  tenants-in-common).  It is anticipated
that,  based on the  minimum  rental  payments  required  by the  leases,  these
restaurant  chains  will  continue  to  contribute  more than ten percent of the
Partnership's  total rental income  during the remainder of 1998 and  subsequent
years. Any failure of these lessees or restaurant chains could materially affect
the Partnership's income.

         Operating expenses,  including  depreciation and amortization  expense,
were  $401,017  and  $416,697  for the six months  ended June 30, 1998 and 1997,
respectively,  $188,375  and  $198,426 of which were  incurred  for the quarters
ended June 30, 1998 and 1997,  respectively.  The decrease in operating expenses
during the  quarter  and six months  ended June 30,  1998,  as  compared  to the
quarter and six months  ended June 30, 1997,  was  primarily  attributable  to a
decrease  in  depreciation  expense  as a result of the  reimbursement  from the
developer of  construction  costs  relating to the Property in  Farmington,  New
Mexico, as described above in "Liquidity and Capital Resources."

         As a result of the sale of the Property in Oviedo, Florida, in 1997 the
Partnership recognized a gain for financial reporting purposes of $41,148 during
the six months  ended June 30,  1997.  No  Properties  were sold  during the six
months ended June 30, 1998.

         The general partners are in the process of analyzing the effects of the
consensus  reached by the  Financial  Accounting  Standards  Board in EITF 98-9,
entitled  "Accounting  for Contingent  Rent in the Interim  Financial  Periods,"
issued in May 1998.  The general  partners  do not expect  that the  conclusions
reached  in this  consensus  will have a  material  effect on the  Partnership's
financial position or results of operations.

                                       12

<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 June 30, 1998.

                                       13

<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, 1998.


                            CNL INCOME FUND XVI, 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 XVI, Ltd. at June 30, 1998, and its statement of income
for the six months then ended and is qualified in its entirety by reference to
the Form 10Q of CNL Income Fund XVI, Ltd. for the six months ended June 30,
1998.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       1,838,278
<SECURITIES>                                         0
<RECEIVABLES>                                   25,562
<ALLOWANCES>                                    23,011
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      31,935,233
<DEPRECIATION>                               1,705,440
<TOTAL-ASSETS>                              40,707,659
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  39,700,997
<TOTAL-LIABILITY-AND-EQUITY>                40,707,659
<SALES>                                              0
<TOTAL-REVENUES>                             2,022,132
<CGS>                                                0
<TOTAL-COSTS>                                  401,017
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,686,071
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,686,071
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,686,071
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund XVI, Ltd. has an
unclassified balance sheet; therefore, no values are shown above for current
assets and current liabilities.
</FN>
        


</TABLE>


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