CNL INCOME FUND XVII LTD
10-Q, 1997-11-12
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                For the quarterly period ended September 30, 1997

                                       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
                                     0-22485


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


           Florida                                  59-3295393
    (State or other juris-                       (I.R.S. Employer
   diction of incorporation                     Identification No.)
      or organization)


400 E. South Street, #500
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

             Notes to Condensed Financial Statements              5-9

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                                10-14


Part II

  Other Information                                               15


<PAGE>



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


                                           September 30,          December 31,
             ASSETS                             1997                  1996
                                           -------------          -----------

Land and buildings on operating
  leases, less accumulated
  depreciation                              $21,640,045          $21,364,032
Net investment in direct financing
  leases                                      3,065,190            1,982,164
Investment in joint venture                   1,245,495              201,171
Cash and cash equivalents                     1,115,922            4,716,719
Receivables, less allowance for
  doubtful accounts of $10,761 and
  $4,469                                             -                63,253
Prepaid expenses                                  3,373                   -
Organization costs, less accumulated
  amortization of $3,809 and $2,309               6,191                7,691
Accrued rental income                           386,940              167,216
Other assets                                    128,721              172,761
                                            -----------          -----------

                                            $27,591,877          $28,675,007
                                            ===========          ===========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                            $    23,419          $     2,985
Accrued construction costs payable               38,834            1,560,712
Distributions payable                           600,000              490,084
Due to related parties                            6,715               17,153
Rents paid in advance                           124,028               52,769
Deferred rental income                          125,904               90,482
                                            -----------          -----------
  Total liabilities                             918,900            2,214,185

Minority interest                               415,791              140,676

Partners' capital                            26,257,186           26,320,146
                                            -----------          -----------

                                            $27,591,877          $28,675,007
                                            ===========          ===========



            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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

<TABLE>
<CAPTION>

                                                            Quarter Ended                    Nine Months Ended
                                                            September 30,                       September 30,
                                                     1997             1996               1997              1996
                                                  ----------       ----------         ----------        -----------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  620,623       $  303,976         $1,726,684        $  525,787
  Earned income from direct
    financing leases                                  94,807           44,574            224,912            80,337
  Interest and other income                            8,372           74,840             58,641           184,598
                                                  ----------       ----------         ----------        ----------
                                                     723,802          423,390          2,010,237           790,722
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    26,636           49,163            101,337           107,897
  Professional services                                6,530            4,164             16,595            11,631
  Management fees to related
    party                                              6,655            3,762             18,844             6,158
  State and other taxes                                   -                -               6,442                -
  Depreciation and
    amortization                                     100,107           57,928            288,145            90,859
                                                  ----------       ----------         ----------        ----------
                                                     139,928          115,017            431,363           216,545
                                                  ----------       ----------         ----------        ----------

Income Before Minority
  Interest in Income of
  Consolidated Joint Venture
  and Equity in Earnings of
  Unconsolidated Joint
  Ventures                                           583,874          308,373          1,578,874           574,177

Minority Interest in Income
  of Consolidated Joint
  Venture                                            (15,697)              -             (26,129)               -

Equity in Earnings of
  Unconsolidated Joint
  Ventures                                            26,437               -              71,795                -
                                                  ----------       ----------         ----------        ---------

Net Income                                        $  594,614       $  308,373         $1,624,540        $  574,177
                                                  ==========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                                $      (54)      $     (579)        $     (630)       $     (908)
  Limited partners                                   594,668          308,952          1,625,170           575,085
                                                  ----------       ----------         ----------        ----------

                                                  $  594,614       $  308,373         $1,624,540        $  574,177
                                                  ==========       ==========         ==========        ==========

Net Income Per Limited
  Partner Unit                                    $     0.20       $     0.12         $     0.54        $     0.33
                                                  ==========       ==========         ==========        ==========

Weighted Average Number of
  Limited Partner Units
  Outstanding                                      3,000,000        2,530,985          3,000,000         1,748,248
                                                  ==========       ==========         ==========        ==========



</TABLE>





            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



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


                                     Nine Months Ended               Year Ended
                                       September 30,                December 31,
                                            1997                        1996
                                     -----------------              -----------

General partners:
  Beginning balance                    $       288                 $       997
  Net income                                  (630)                       (709)
                                       -----------                 -----------
                                              (342)                        288
                                       -----------                 -----------

Limited partners:
  Beginning balance                     26,319,858                   4,641,236
  Contributions                                 -                   24,303,079
  Syndication costs                             -                   (2,554,236)
  Net income                             1,625,170                   1,096,468
  Distributions ($0.56 and
    $0.39 per limited partner
    unit, respectively)                 (1,687,500)                 (1,166,689)
                                       -----------                 -----------
                                        26,257,528                  26,319,858
                                       -----------                 -----------

Total partners' capital                $26,257,186                 $26,320,146
                                       ===========                 ===========





            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                         Nine Months Ended
                                                          September 30,
                                                     1997             1996
                                                 ------------     ------------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating Activities    $  1,912,554     $    711,101
                                                 ------------     ------------

    Cash Flows From Investing Activities:
      Additions to land and buildings on
        operating leases                           (1,978,420)     (14,912,815)
      Investment in direct financing leases        (1,130,497)      (1,590,308)
      Investment in joint ventures                 (1,050,402)              -
      Increase in other assets                             -           (83,837)
                                                 ------------     ------------
          Net cash used in investing
            activities                             (4,159,319)     (16,586,960)
                                                 ------------     ------------

    Cash Flows From Financing Activities:
      Reimbursement of acquisition and
        syndication costs paid by related
        parties on behalf of the Partnership          (25,434)        (323,419)
      Contributions from limited partners                  -        24,206,754
      Contributions from minority interest            278,170               -
      Distributions to limited partners            (1,577,584)        (353,812)
      Distribution to holder of minority
        interest                                      (29,184)              -
      Payment of syndication costs                         -        (2,445,429)
                                                 ------------     ------------
          Net cash provided by (used in)
            financing activities                   (1,354,032)      21,084,094
                                                 ------------     ------------

Net Increase (Decrease) in Cash and Cash
  Equivalents                                      (3,600,797)       5,208,235

Cash and Cash Equivalents at Beginning of
  Period                                            4,716,719        4,198,859
                                                 ------------     ------------

Cash and Cash Equivalents at End of Period       $  1,115,922     $  9,407,094
                                                 ============     ============

Supplemental Schedule of Non-Cash Investing
  and Financing Activities:

    Related parties paid certain  acquisition
      and syndication costs on behalf of
      the Partnership as follows:
        Acquisition costs                        $     11,253     $     67,840
        Syndication costs                                  -           231,885
                                                 ------------     ------------

                                                 $     11,253     $    299,725
                                                 ============     ============

    Distributions declared and unpaid at end
      of period                                  $    600,000     $    349,912
                                                 ============     ============








            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1997 and 1996


1.       Significant Accounting Policies:

         Basis of Presentation - The accompanying  unaudited condensed financial
         statements  have been prepared in accordance  with the  instructions to
         Form  10-Q  and  do  not  include  all  of  the  information  and  note
         disclosures required by generally accepted accounting  principles.  The
         financial  statements  reflect all  adjustments,  consisting  of normal
         recurring  adjustments,  which  are,  in  the  opinion  of  management,
         necessary to a fair  statement  of the results for the interim  periods
         presented.  Operating  results for the  quarter  and nine months  ended
         September  30, 1997,  may not be  indicative of the results that may be
         expected for the year ending December 31, 1997.  Amounts as of December
         31, 1996, 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 XVII, Ltd. (the  "Partnership") for the year ended December
         31, 1996.

         The Partnership accounts for its 80 percent interest in the accounts of
         CNL/GC El Cajon Joint Venture using the consolidation method.  Minority
         interest represents the minority joint venture partner's  proportionate
         share of the equity in the  Partnership's  consolidated  joint venture.
         All  significant  intercompany  accounts  and  transactions  have  been
         eliminated.

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 1997 presentation.  These  reclassifications
         had no effect on partners' capital or net income.

                                        5

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


2.       Land and Buildings on Operating Leases:

         Land and buildings on operating leases consisted of the following at:

                                          September 30,             December 31,
                                              1997                      1996

                  Land                     $10,357,239              $10,148,827
                  Buildings                 11,741,337               11,168,540
                                           -----------              -----------
                                            22,098,576               21,317,367
                  Less accumulated
                    depreciation              (458,531)                (176,995)
                                           -----------              -----------
                                            21,640,045               21,140,372
                  Construction in
                    progress                        -                   223,660
                                           -----------              -----------

                                           $21,640,045              $21,364,032
                                           ===========              ===========

         Some leases provide for escalating  guaranteed minimum rents throughout
         the lease term and/or  rental  payments  during the  construction  of a
         property  prior to the date it is placed in service.  Income from these
         scheduled  rent increases is recognized on a  straight-line  basis over
         the terms of the leases.  For the nine months ended  September 30, 1997
         and  1996,   the   Partnership   recognized   $219,724   and   $69,918,
         respectively, of such rental income.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at September 30, 1997:

                  1997                           $404,396
                  1998                          2,193,839
                  1999                          2,206,133
                  2000                          2,218,770
                  2001                          2,312,449
                  Thereafter                   32,871,843
                                              -----------

                                              $42,207,430

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  In  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.

                                        6

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


3.       Investment in Joint Ventures:

         In January 1997,  the  Partnership  acquired an  approximate 27 percent
         interest in a Black-Eyed Pea property in Corpus Christi,  Texas, and an
         approximate  37 percent  interest in a Burger  King  property in Akron,
         Ohio, as tenants-in-common with affiliates of the general partners. The
         Partnership  accounts for its investment in these  properties using the
         equity method since the  Partnership  shares control with an affiliate,
         and amounts relating to these investments are included in investment in
         joint ventures.

         In  February  1997,  the  Partnership  entered  into  a  joint  venture
         arrangement,  CNL  Mansfield  Joint  Venture,  with an affiliate of the
         general  partners,  to own an approximate  21 percent  interest in this
         joint  venture.  The  Partnership  accounts for its  investment in this
         joint  venture  using the equity  method since the  Partnership  shares
         control with an affiliate.

         In addition,  in September 1997, the  Partnership  entered into a joint
         venture arrangement,  CNL Kingston Joint Venture,  with an affiliate of
         the Partnership which has the same general  partners,  to construct and
         hold one restaurant property. As of September 30, 1997, the Partnership
         and it's  co-venture  partner had  contributed  $116,206  and  $77,277,
         respectively,  to  purchase  land  relating to the joint  venture.  The
         Partnership  and its  co-venture  partner  have  agreed  to  contribute
         approximately  $195,800 and  $130,200,  respectively,  in  construction
         costs  to the  joint  venture.  When  construction  is  completed,  the
         Partnership and its co-venture partner expect to have an approximate 60
         and 40 percent interest, respectively, in the profits and losses of the
         joint  venture.  The  Partnership  accounts for its  investment in this
         joint  venture  under the equity  method since the  Partnership  shares
         control with an affiliate.



                                        7

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


3.       Investment in Joint Ventures - Continued:

         The following presents the combined,  condensed  financial  information
         for all of the Partnership's investments in joint ventures at:

                                             September 30,       December 31,
                                                  1997               1996

                  Land and buildings on
                    operating leases,
                    less accumulated
                    depreciation               $ 4,184,517       $  960,732
                  Cash                              15,103              100
                  Accrued rental income             46,762            3,929
                  Other assets                      12,077               -
                  Liabilities                       22,389               23
                  Partners' capital              4,236,070          964,738
                  Revenues                         326,723           29,293
                  Net income                       270,745           24,502

         The Partnership recognized income totalling $26,437 and $71,795 for the
         quarter and nine months ended  September 30, 1997,  respectively,  from
         these joint ventures.

4.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual lessees, or affiliated groups of lessees, and the respective
         restaurant  chains,  each  representing  more than ten  percent  of the
         Partnership's  total  rental and earned  income for at least one of the
         nine month periods ended September 30:

                                                     1997              1996
                                                   --------          ------

                  Golden Corral Corporation        $349,449          $165,894
                  DenAmerica Corp.                  319,740           154,303
                  Foodmaker, Inc.                   240,487            43,793
                  National Restaurant
                    Enterprises, Inc.               208,212           144,833
                  RTM Indianapolis, Inc. and
                    RTM Southwest, Texas, Inc.      201,837            71,824







                                        8

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


4.       Concentration of Credit Risk - Continued:

         In addition,  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 for at
         least one of the nine month periods ended September 30:

                                                1997              1996
                                              --------          ------

                  Golden Corral Family
                    Steakhouse Restaurants    $483,307          $165,894
                  Burger King                  303,641           144,833
                  Jack in the Box              239,464            43,793
                  Boston Market                229,251            44,852
                  Arby's                       201,837            71,824
                  Denny's                      189,617           154,303

         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 lessees or
         restaurant chains 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 ongoing operations of the lessees.

                                        9

<PAGE>



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

         CNL Income Fund XVII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership that was organized on February 10, 1995, 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 are to be
constructed,  to be leased  primarily  to  operators  of national  and  regional
fast-food,  family-style and casual dining restaurant chains (collectively,  the
"Properties").  The  leases are  triple-net  leases,  with the lessee  generally
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of  September  30, 1997,  the  Partnership  owned 28  Properties,
including three Properties owned by joint ventures in which the Partnership is a
co-venturer and three Properties owned with affiliates as tenants-in-common.

Liquidity and Capital Resources

         On  September  2, 1995,  the  Partnership  commenced an offering to the
public  of  up  to  3,000,000  units  of  limited  partnership   interest.   The
Partnership's  offering of units terminated on September 19, 1996, at which time
the maximum offering proceeds of 3,000,000 units ($30,000,000) had been received
from investors.  The Partnership,  therefore,  will derive no additional capital
resources from the offering.

         Net  proceeds to the  Partnership  from its  offering  of units,  after
deduction of organizational and offering expenses,  totalled $26,400,000.  As of
September 30, 1997, approximately $26,357,300 had been invested or committed for
investment,  either  directly  or  through a joint  venture  arrangement,  in 28
Properties and to pay acquisition fees and certain  acquisition  expenses.  Upon
completion of the  Partnership's  acquisitions  in September 1997, the remaining
net offering proceeds of approximately  $42,700 from the Partnership's  offering
of units were reserved for Partnership purposes.

         In January 1997,  the  Partnership  acquired an  approximate 27 percent
interest  in a  Black-eyed  Pea  Property  in  Corpus  Christi,  Texas,  and  an
approximate  37 percent  interest in a Burger King  property in Akron,  Ohio, as
tenants-in-common  with affiliates of the general partners. In addition,  during
February 1997, the  Partnership  entered into a joint venture  arrangement,  CNL
Mansfield Joint Venture,  with an affiliate of the general  partners,  to own an
approximate 21 percent interest in this joint venture.

         In addition,  in September 1997, the  Partnership  entered into a joint
venture  arrangement,  CNL  Kingston  Joint  Venture,  with an  affiliate of the
Partnership  which  has the same  general  partners  to  construct  and hold one
restaurant  Property.  As  of  September  30,  1997,  the  Partnership  and  its
co-venture  partner had  contributed  $116,206  and  $77,277,  respectively,  to
purchase land relating to the joint venture. The Partnership and its co-venture

                                       10

<PAGE>



Liquidity and Capital Resources - Continued

partner  have  agreed  to  contribute   approximately   $195,800  and  $130,200,
respectively,  in construction costs to the joint venture.  When construction is
completed,  the  Partnership  and  its  co-venture  partner  expect  to  have an
approximate 60 and 40 percent interest,  respectively, in the profits and losses
of the joint venture.

         Currently,  the  Partnership's  primary  source of capital is 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  $1,912,554  and  $711,101  for the nine months ended
September 30, 1997 and 1996, respectively.  The increase in cash from operations
for the nine months ended  September  30,  1997,  as compared to the nine months
ended  September  30,  1996,  is  primarily  a result of  changes  in income and
expenses  as  discussed  in "Results of  Operations"  below,  and changes in the
Partnership's working capital.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions to partners. At September 30, 1997, the Partnership had $1,115,922
invested in such short-term  investments,  as compared to $4,716,719 at December
31,  1996.  The decrease in the amount  invested in  short-term  investments  is
primarily attributable to the acquisition of additional Properties, as described
above,  during the nine months ended  September 30, 1997. The funds remaining at
September 30, 1997,  after the payment of accrued  acquisition and  construction
costs and other liabilities,  will be used to pay limited partner  distributions
and to meet the Partnership's working capital and other needs.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $918,900 at September  30, 1997,  from  $2,214,185  at December 31,
1996,  primarily  as a  result  of the  payment  during  the nine  months  ended
September 30, 1997,  of  construction  costs  accrued for certain  Properties at
December 31, 1996. The decrease in total  liabilities is partially  offset by an
increase in  distributions  payable to limited partners and an increase in rents
paid  in  advance.  The  general  partners  believe  that  the  Partnership  has
sufficient cash on hand to meet its current working capital needs.

         Based on cash from operations,  the Partnership declared  distributions
to the limited  partners of  $1,687,500  and  $676,648 for the nine months ended
September  30,  1997 and  1996,  respectively  ($600,000  and  $349,912  for the
quarters  ended  September  30, 1997 and 1996,  respectively).  This  represents
distributions  of $0.56 and $0.39 per unit for the nine months  ended  September
30, 1997 and 1996, respectively ($0.20 and $0.14 per unit for the quarters ended
September 30, 1997 and 1996,  respectively.  No  distributions  were made to the
general partners for the quarters and nine months ended


                                       11

<PAGE>



Liquidity and Capital Resources - Continued

September 30, 1997 and 1996. No amounts  distributed or to be distributed to the
limited  partners for the nine months  ended  September  30, 1997 and 1996,  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 nine months ended September 30, 1996, the Partnership  owned
and leased 19 wholly owned Properties and during the nine months ended September
30, 1997, the Partnership and its  consolidated  joint venture,  CNL/GC El Cajon
Joint  Venture,  owned and leased 23 wholly  owned  Properties,  to operators of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the nine months  ended  September  30,  1997 and 1996,  the  Partnership  earned
$1,951,596 and $606,124,  respectively,  in rental income from operating  leases
and earned income from direct financing leases from these  Properties,  $715,430
and $348,550 of which was earned  during the quarters  ended  September 30, 1997
and 1996,  respectively.  The  increase in rental and earned  income  during the
quarter and nine months ended September 30, 1997, as compared to the quarter and
nine  months  ended  September  30,  1996,  is  primarily  attributable  to  the
acquisition of additional  Properties  subsequent to September 30, 1996, and the
fact that Properties acquired during the quarter and nine months ended September
30, 1996, were  operational for the full quarter and nine months ended September
30, 1997, as compared to a partial  quarter and nine months ended  September 30,
1996.

         In addition,  during the nine months  ended  September  30,  1997,  the
Partnership   owned  and  leased   three   Properties   with  an   affiliate  as
tenants-in-common   and  two   Properties   indirectly   through  joint  venture
arrangements.  In connection therewith, during the quarter and nine months ended
September 30, 1997, the  Partnership  earned $26,437 and $71,795,  respectively,
attributable to net income earned by these joint ventures, as described above in
"Liquidity and Capital Resources".




                                       12

<PAGE>



Results of Operation - Continued

         During the nine months ended September 30, 1997,  four lessees,  of the
Partnership,  Golden Corral Corporation,  National Restaurant Enterprises, Inc.,
DenAmerica Corp., and Foodmaker, Inc., each contributed more than ten percent of
the  Partnership's  total rental income. As of September 30, 1997, Golden Corral
Corporation was the lessee under leases relating to three restaurants,  National
Restaurant  Enterprises,  Inc.  was the  lessee  under  leases  relating  to two
restaurants, DenAmerica Corporation was the lessee under leases relating to four
restaurants,  and Foodmaker,  Inc. was the lessee under leases  relating to four
restaurants.  It is  anticipated  that,  based on the  minimum  rental  payments
required by the leases, these lessees or groups of affiliated lessees, each will
continue to contribute more than ten percent of the  Partnership's  total rental
income during the remainder of 1997 and subsequent years. During the nine months
ended  September  30,  1997,  four  restaurant  chains,   Golden  Corral  Family
Steakhouse  Restaurants,  Jack in the Box,  Boston Market and Burger King,  each
accounted for more than ten percent of the  Partnership's  total rental  income.
During the remainder of 1997 and subsequent  years, it is anticipated that these
four  restaurant  chains each will continue to account for more than ten percent
of the total rental income to which the  Partnership is entitled under the terms
of the  leases.  Any  failure  of  these  lessees  or  restaurant  chains  could
materially affect the Partnership's income.

         During  the  nine  months  ended  September  30,  1997  and  1996,  the
Partnership  also earned  $58,641 and  $184,598,  respectively,  in interest and
other income,  $8,372 and $74,840 of which was earned during the quarters  ended
September  30, 1997 and 1996,  respectively.  The decrease in interest and other
income during the quarter and nine months ended  September 30, 1997, as compared
to  the  quarter  and  nine  months  ended  September  30,  1996,  is  primarily
attributable  to the  decrease in the amount of funds  invested  in  short-term,
liquid investments due to the acquisition of additional Properties subsequent to
September 30, 1996, and during the nine months ended September 30, 1997.

         Operating expenses,  including  depreciation and amortization  expense,
were  $431,363 and $216,545  for the nine months  ended  September  30, 1997 and
1996,  respectively,  of which  $139,928  and  $115,017  were  incurred  for the
quarters  ended  September  30,  1997 and 1996,  respectively.  The  increase in
operating  expenses during the quarter and nine months ended September 30, 1997,
as  compared  to the  quarter  and nine months  ended  September  30,  1996,  is
partially  attributable to an increase in depreciation  expense as the result of
the acquisition of additional  Properties  subsequent to September 30, 1996, and
the fact that  Properties  acquired  during the quarter  and nine  months  ended
September 30, 1996, were  operational for the full quarter and nine months ended
September 30, 1997, as compared to a partial quarter and nine months ended

                                       13

<PAGE>



Results of Operation - Continued

September 30, 1996.  Operating  expenses also  increased  during the quarter and
nine months ended  September  30, 1997, as a result of an increase in management
fees as a result of the increase in rental revenues,  as described above, and as
a result of the Partnership incurring additional taxes relating to the filing of
various state tax returns  during the nine months ended  September 30, 1997. The
increase  in  operating  expenses  during  the  quarter  and nine  months  ended
September  30,  1997,  is  partially  offset by a  decrease  in  accounting  and
administrative  expenses  associated  with  operating  the  Partnership  and its
Properties.

                                       14

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults upon Senior Securities.  Inapplicable.

Item 4.           Submission of Matters to a Vote of Security Holders.

                  Inapplicable.

Item 5.           Other Information.  Inapplicable.

Item 6.           Exhibits and Reports on Form 8-K.

                  (a)      Exhibits - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended September 30, 1997.

                                       15

<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 12th day of November, 1997.


                           CNL INCOME FUND XVII, 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 XVII, Ltd. at September 30, 1997, and its statement of
income for the nine months then ended and is qualified in its entirety by
reference to the Form 10Q of CNL Income Fund XVII, Ltd. for the nine months
ended September 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,115,922
<SECURITIES>                                         0
<RECEIVABLES>                                   10,761
<ALLOWANCES>                                    10,761
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      22,098,576
<DEPRECIATION>                                 458,531
<TOTAL-ASSETS>                              27,591,877
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  26,257,186
<TOTAL-LIABILITY-AND-EQUITY>                27,591,877
<SALES>                                              0
<TOTAL-REVENUES>                             2,010,237
<CGS>                                                0
<TOTAL-COSTS>                                  431,363
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,624,540
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,624,540
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,624,540
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund XVII, Ltd. has an
unclassified balance sheet; therefore, no values are listed above for current
assets and current liabilities.
</FN>
        


</TABLE>


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