CNL INCOME FUND XVI 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
                                     0-26218
                     ---------------------------------------


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

<TABLE>
<CAPTION>

                       Florida                                                        59-3198891
- ------------------------------------------------------              ------------------------------------------------
(State or other jurisdiction of                                                    (I.R.S. Employer
incorporation or organization)                                                    Identification No.)
<S> <C>

450 South Orange Ave.
Orlando, Florida                                                                     32801 - 3336
- ------------------------------------------------------              ------------------------------------------------
      (Address of principal executive offices)                                        (Zip Code)


Registrant's telephone number
(including area code)                                                               (407) 540-2000
                                                                    ------------------------------------------------

</TABLE>

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 XVI, 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 and
    buildings                                                                 $ 29,258,523            $ 29,804,331
Net investment in direct financing leases                                        4,529,236               4,540,067
Investment in joint ventures                                                     1,648,296               1,650,860
Cash and cash equivalents                                                        1,509,748               1,637,753
Lease costs, less accumulated amortization of $2,160 and
    $1,348, respectively                                                            37,763                  24,518
Receivables, less allowance for doubtful accounts
    of $210,413 and $90,894, respectively                                          232,014                 287,757
Prepaid expenses                                                                     3,575                  13,121
Accrued rental income, less allowance for doubtful accounts of
    $7,762 and $6,098, respectively                                              1,804,811               1,752,566
                                                                         ------------------     -------------------

                                                                              $ 39,023,966            $ 39,710,973
                                                                         ==================     ===================

               LIABILITIES AND PARTNERS' CAPITAL

Construction costs payable                                                      $  150,000              $  150,000
Accounts payable                                                                    44,795                 131,113
Accrued and escrowed real estate taxes payable                                      15,553                   5,860
Distributions payable                                                              900,000                 900,000
Due to related parties                                                             104,037                  73,853
Rents paid in advance and deposits                                                  66,602                  43,215
                                                                         ------------------     -------------------
    Total liabilities                                                            1,280,987               1,304,041

Partners' capital                                                               37,742,979              38,406,932
                                                                         ------------------     -------------------

                                                                              $ 39,023,966            $ 39,710,973
                                                                         ==================     ===================
See accompanying notes to condensed financial statements
</TABLE>



<PAGE>


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


                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2000               1999
                                                                                --------------    ---------------
<S> <C>
     Revenues:
      Rental income from operating leases                                           $ 776,690          $ 798,369
      Earned income from direct financing leases                                       89,164            133,545
      Interest and other income                                                        42,267             19,953
                                                                                --------------    ---------------
                                                                                      908,121            951,867
                                                                                --------------    ---------------

  Expenses:
      General operating and administrative                                             50,320             47,619
      Professional services                                                            20,903              9,327
      Management fees to related party                                                  8,675              9,001
      Real estate taxes                                                                14,844             17,153
      State and other taxes                                                            26,683             23,165
      Depreciation and amortization                                                   146,129            144,854
      Transaction costs                                                                43,298             33,158
                                                                                --------------    ---------------
                                                                                      310,852            284,277
                                                                                --------------    ---------------

  Income Before Equity in Earnings of Joint Ventures and
      Provision for Loss on Land and Buildings                                        597,269            667,590

  Equity in Earnings of Joint Ventures                                                 39,269             37,806

  Provision for Loss on Land and Buildings                                           (400,491 )               --
                                                                                --------------    ---------------

  Net Income                                                                        $ 236,047          $ 705,396
                                                                                ==============    ===============

  Allocation of Net Income:
      General partners                                                              $   4,835          $   7,054
      Limited partners                                                                231,212            698,342
                                                                                --------------    ---------------

                                                                                    $ 236,047          $ 705,396
                                                                                ==============    ===============

  Net Income Per Limited Partner Unit                                                $   0.05           $   0.16
                                                                                ==============    ===============

  Weighted Average Number of Limited Partner
      Units Outstanding                                                             4,500,000          4,500,000
                                                                                ==============    ===============

See accompanying notes to condensed financial statements
</TABLE>


<PAGE>


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


                                                                         Quarter Ended           Year Ended
                                                                           March 31,            December 31,
                                                                              2000                  1999
                                                                       -------------------    -----------------
<S> <C>
General partners:
    Beginning balance                                                         $   160,017           $  131,300
    Net income                                                                      4,835               28,717
                                                                       -------------------    -----------------
                                                                                  164,852              160,017
                                                                       -------------------    -----------------

Limited partners:
    Beginning balance                                                          38,246,915           39,060,624
    Net income                                                                    231,212            2,786,291
    Distributions ($0.20 and $0.80 per limited
       partner unit, respectively)                                               (900,000 )         (3,600,000 )
                                                                       -------------------    -----------------
                                                                               37,578,127           38,246,915
                                                                       -------------------    -----------------

Total partners' capital                                                      $ 37,742,979         $ 38,406,932
                                                                       ===================    =================

See accompanying notes to condensed financial statements
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                   Quarter Ended
                                                                                     March 31,
                                                                               2000              1999
                                                                          ---------------    --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                  $ 786,052         $ 847,198
                                                                          ---------------    --------------

    Cash Flows from Investing Activities:
       Investment in joint ventures                                                   --          (145,235 )
       Payment of lease costs                                                    (14,057 )              --
                                                                          ---------------    --------------
          Net cash used in investing activities                                  (14,057 )        (145,235 )
                                                                          ---------------    --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                        (900,000 )        (900,000 )
                                                                          ---------------    --------------
          Net cash used in financing activities                                 (900,000 )        (900,000 )
                                                                          ---------------    --------------

Net Decrease in Cash and Cash Equivalents                                       (128,005 )        (198,037 )

Cash and Cash Equivalents at Beginning of Quarter                              1,637,753         1,603,589
                                                                          ---------------    --------------

Cash and Cash Equivalents at End of Quarter                                   $1,509,748        $1,405,552
                                                                          ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                              $ 900,000         $ 900,000
                                                                          ===============    ==============
See accompanying notes to condensed financial statements
</TABLE>



<PAGE>




                            CNL INCOME FUND XVI, 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 XVI, 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                                                          $ 15,034,850             $ 15,034,850
            Buildings                                                       17,540,422               17,540,422
                                                                   --------------------- ------------------------
                                                                            32,575,272               32,575,272
            Less accumulated depreciation                                   (2,650,001)               (2,504,684 )
                                                                   --------------------- ------------------------
                                                                            29,925,271               30,070,588
            Less allowance for loss on land and
                 buildings                                                    (666,748)                 (266,257 )
                                                                   --------------------- ------------------------

                                                                          $ 29,258,523             $ 29,804,331
                                                                   ===================== ========================
</TABLE>

         As of the year ended December 31, 1999, the Partnership had established
         an  allowance  for loss on building of  $266,257,  relating to the Long
         John  Silver's  property  located in Celina,  Ohio.  The tenant of this
         property  filed for  bankruptcy  and ceased  payment of rents under the
         terms of its lease agreement.  The allowance represented the difference
         between the net carrying  value of the  property  December 31, 1999 and
         current estimate of net realizable value for this property.


<PAGE>


                            CNL INCOME FUND XVI, 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 addition,  during the quarter ended March 31, 2000, the  Partnership
         established  an  allowance  for loss on land and  building of $400,491,
         relating to the Boston  Market  property  located in Columbia  Heights,
         Minnesota. The tenant for this property filed for bankruptcy and ceased
         payment of rents under the terms of its lease agreement.  The allowance
         represents  the  difference  between  the  net  carrying  value  of the
         property at March 31, 2000 and the current  estimate of net  realizable
         value for this property.

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 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 generally 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 43 Properties,  which included interests in one Property owned
through a joint venture  arrangement  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 $786,052 and
$847,198  for the  quarters  ended  March 31, 2000 and 1999,  respectively.  The
decrease 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.

         Currently,  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
reinvest  in  additional  Properties,  to pay  Partnership  expenses  or to make
distributions to the partners. At March 31, 2000, the Partnership had $1,509,748
invested in such short-term  investments,  as compared to $1,637,753 at December
31, 1999. Cash and cash equivalents decreased during the quarter ended March 31,
2000,  primarily as a result of payment of accounts  payable  from  December 31,
1999. The funds remaining at March 31, 2000, after payment of distributions  and
other liabilities,  will be used to invest in additional  Properties and to meet
the Partnership's working capital and other needs.

Short-Term Liquidity

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

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  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. Based on current and
future cash from operations,  the Partnership declared  distributions to limited
partners of  $900,000  for each of the  quarters  ended March 31, 2000 and 1999.
This  represents  distributions  of $0.20 per unit for each of the quarters.  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,
decreased to $1,280,987 at March 31, 2000, from $1,304,041 at December 31, 1999.
The  decrease  in  liabilities  at March 31,  2000 was  primarily  a result of a
decrease in accounts  payable at March 31,  2000.  The  decrease  was  partially
offset by increases in amounts due to related  parties and rents paid in advance
at March 31, 2000 as compared to December 31, 1999. 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 41 wholly owned Properties (which included one Property which was sold in
November  1999) and during the quarter  ended March 31,  2000,  the  Partnership
owned and leased 40  Properties  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 $865,854 and $931,914,  respectively,  in
rental  income from  operating  leases and earned  income from direct  financing
leases from these Properties.  Rental and earned income decreased  approximately
$88,400  during the  quarter  ended March 31,  2000,  as compared to the quarter
ended March 31,  1999,  due to the fact that during the quarter  ended March 31,
2000, the  Partnership  established an allowance for doubtful  accounts for past
due  rental  amounts  relating  to several  Properties  in  accordance  with the
Partnership's policy. 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.

         Rental and earned income in the quarters ended March 31, 2000 and 1999,
continued to remain at reduced  amounts due to the fact that the  Partnership is
not receiving any rental income from the Property in Columbia Heights, Minnesota
as a result of the fact that the tenant filed for  bankruptcy  in October  1998,
ceased payment of rent and in November 1998,  vacated the Property.  The general
partners  are  currently  seeking  either a new tenant or a  purchaser  for this
Property.  The  Partnership  will not recognize any rental or earned income from
this  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 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 an increase in rental and earned income of  approximately  $34,200 due to the
fact that the  Partnership  collected  and  recognized as income past due rental
amounts  received  from Long John  Silver's,  Inc.,  which filed for  bankruptcy
during 1998 and rejected the leases  relating to two of the three  Properties it
leased. As of March 31, 2000, the Partnership had entered into new leases,  each
with a new tenant,  for the two Properties  whose leases had been  rejected.  In
1999, Long John Silver's, Inc. assumed and affirmed its one remaining lease, and
the Partnership has continued to receive rental payments relating to this lease.

         During the  quarters  ended  March 31, 2000 and 1999,  the  Partnership
owned and leased two  Properties  with  affiliates  of the  general  partners as
tenants-in-common   and  one  Property   indirectly   through  a  joint  venture
arrangement.  In connection therewith,  during the quarters ended March 31, 2000
and 1999, the Partnership earned $39,269 and $37,806, respectively, attributable
to net income earned by these joint ventures.

         Operating expenses,  including  depreciation and amortization  expense,
were  $310,852  and  $284,277  for the  quarters  ended March 31, 2000 and 1999,
respectively.  The increase in operating expenses during the quarter ended March
31, 2000, as compared to March 31, 1999,  was primarily due to the fact that the
Partnership  incurred $43,298 and $33,158,  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 in "Termination of Merger," below.

         During the quarter ended March 31, 2000,  the  Partnership  recorded an
allowance  for loss on land and  building of $400,491  relating to a Property in
Columbia Heights, Minnesota. The tenant of this Property filed for bankruptcy in
October  1998,  ceased  payment  of rents  and in  November  1998,  vacated  the
Property. The allowance represented the difference between the carrying value of
the Property at March 31, 2000 and the  estimated  net  realizable  value of the
Property at March 31, 2000. No such  allowance  was recorded  during the quarter
ended March 31, 1999.

Termination of Merger:

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


Dismissal of Legal Action

         As   described   in  greater   detail  in  Part  II,   Item  1  ("Legal
Proceedings"),  in 1999 two groups of  limited  partners  in several  CNL Income
Funds filed  purported  class action suits against the general  partners and APF
alleging,  among other  things,  that the general  partners had  breached  their
fiduciary  duties in  connection  with the proposed  Merger.  These actions were
later  consolidated  into  one  action.  On April  25,  2000,  the  judge in the
consolidated action issued a Stipulated Final Order of Dismissal of Consolidated
Action, dismissing the action without prejudice, with each party to bear its own
costs and attorneys' fees.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK

         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 XVI,  Ltd.  (Included  as  Exhibit  3.2 to
                         Registration Statement No. 33-69968-01 on Form S-11 and
                         incorporated herein by reference.)

                 4.1     Affidavit and Certificate of Limited Partnership of CNL
                         Income  Fund XVI,  Ltd.  (Included  as  Exhibit  3.2 to
                         Registration Statement No. 33-69968-01 on Form S-11 and
                         incorporated herein by reference.)

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

                 10.1    Management  Agreement between CNL Income Fund XVI, Ltd.
                         and CNL Investment Company (Included as Exhibit 10.1 to
                         Form  10-K  filed  with  the  Securities  and  Exchange
                         Commission on March 30, 1995, and  incorporated  herein
                         by reference.)

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

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

                 27      Financial Data Schedule (Filed herewith.)


(b)      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 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 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 XVI,  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>                                         1,509,748
<SECURITIES>                                   0
<RECEIVABLES>                                  442,427
<ALLOWANCES>                                   210,413
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         31,908,524
<DEPRECIATION>                                 2,650,001
<TOTAL-ASSETS>                                 39,023,966
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     37,742,979
<TOTAL-LIABILITY-AND-EQUITY>                   39,023,966
<SALES>                                        0
<TOTAL-REVENUES>                               908,121
<CGS>                                          0
<TOTAL-COSTS>                                  310,852
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                236,047
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            236,047
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   236,047
<EPS-BASIC>                                  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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