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, 2000
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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
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CNL Income Fund XVII, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-3295393
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
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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 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
Part II
Other Information 13-15
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------ ------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation and allowance for loss
land and building $ 19,378,478 $ 19,301,187
Net investment in direct financing leases 1,814,629 1,840,583
Investment in joint ventures 1,968,025 1,967,017
Cash and cash equivalents 1,226,659 2,644,465
Receivables, less allowance for doubtful accounts
of $169,255 and $48,138, respectively 59,341 77,686
Due from related parties 3,500 3,939
Accrued rental income 650,504 693,671
Other assets 20,029 33,415
------------------ ------------------
$ 25,121,165 $ 26,561,963
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 12,326 $ 87,143
Accrued real estate taxes payable 13,235 2,041
Distributions payable 600,000 600,000
Due to related parties 65,315 23,597
Rents paid in advance and deposits 92,742 119,113
Deferred rental income 63,468 60,439
------------------ ------------------
Total liabilities 847,086 892,333
Partners' capital 24,274,079 25,669,630
------------------ ------------------
$ 25,121,165 $ 26,561,963
================== ==================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- --------------
Revenues:
Rental income from operating leases $ 481,900 $ 547,665 $ 1,574,915 $ 1,712,372
Adjustments to accrued rental income -- (161,610 ) (141,469 ) (221,253 )
Earned income from direct financing leases 31,363 91,757 115,305 275,450
Interest and other income 1,849 10,307 24,054 51,481
------------- ------------- ------------- --------------
515,112 488,119 1,572,805 1,818,050
------------- ------------- ------------- --------------
Expenses:
General operating and administrative 39,996 31,331 125,273 90,720
Professional services 18,310 8,096 45,037 19,275
Real estate taxes 32,298 6,828 54,093 11,689
Management fees to related party 5,153 6,226 17,187 19,205
State and other taxes -- -- 12,064 12,734
Depreciation and amortization 99,915 95,324 299,038 289,661
Transaction costs -- -- 23,382 --
------------- ------------- ------------- --------------
195,672 147,805 576,074 443,284
------------- ------------- ------------- --------------
Income (Loss) Before Minority Interest in
(Income) Losses of Consolidated Joint Venture,
Equity in Earnings of Unconsolidated Joint
Ventures, Gain on Sale of Land and
Buildings and Provision for Losses on Land
and Buildings 319,440 340,314 996,731 1,374,766
Minority Interest in (Income) Losses of
Consolidated Joint Venture -- 16,464 -- (14,972 )
Equity in Earnings of Unconsolidated Joint
Ventures 38,899 47,058 129,326 134,742
Gain on Sale of Land and Buildings 17,447 -- 17,447 --
Provision for Losses on Land and Buildings (385,433 ) -- (739,055 ) --
------------- ------------- ------------- --------------
Net Income (Loss) $ (9,647 ) $ 403,836 $ 404,449 $ 1,494,536
============= ============= ============= ==============
Allocation of Net Income (Loss):
General partners $ 3,461 $ (1,803 ) $ 1,470 $ (2,896 )
Limited partners (13,108 ) 405,639 402,979 1,497,432
------------- ------------- ------------- --------------
$ (9,647 ) $ 403,836 $ 404,449 $ 1,494,536
============= ============= ============= ==============
Net Income (Loss) Per Limited Partner Unit $ 0.00 $ 0.14 $ 0.13 $ 0.50
============= ============= ============= ==============
Weighted Average Number of Limited Partner
Units Outstanding 3,000,000 3,000,000 3,000,000 3,000,000
============= ============= ============= ==============
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
2000 1999
------------------------- --------------------
General partners:
Beginning balance $ (4,460 ) $ (610 )
Net income 1,470 (3,850 )
------------------------- --------------------
(2,990 ) (4,460 )
------------------------- --------------------
Limited partners:
Beginning balance 25,674,090 26,230,971
Net income 402,979 1,843,119
Distributions ($0.60 and $0.80 per limited partner
unit, respectively) (1,800,000 ) (2,400,000 )
------------------------- --------------------
24,277,069 25,674,090
------------------------- --------------------
Total partners' capital $ 24,274,079 $ 25,669,630
========================= ====================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2000 1999
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $1,405,009 $1,960,792
---------------- ---------------
Cash Flows from Investing Activities:
Additions to land and buildings on operating
leases (1,630,164 ) --
Proceeds from sale of land and buildings 607,361 --
Investment in joint ventures (12 ) (527,864 )
---------------- ---------------
Net cash used in investing activities (1,022,815 ) (527,864 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,800,000 ) (1,800,000 )
Distributions to holder of minority interest -- (36,963 )
---------------- ---------------
Net cash used in financing activities (1,800,000 ) (1,836,963 )
---------------- ---------------
Net Decrease in Cash and Cash Equivalents (1,417,806 ) (404,035 )
Cash and Cash Equivalents at Beginning of Period 2,644,465 1,492,343
---------------- ---------------
Cash and Cash Equivalents at End of Period $1,226,659 $1,088,308
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 600,000 $ 600,000
================ ===============
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 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 and nine months ended September 30, 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 XVII, Ltd. (the "Partnership") for the year ended December
31, 1999.
Certain items in the prior years' financial statements have been
reclassified to conform to 2000 presentation. These reclassifications
had no effect on partners' capital or net income.
2. Land and Buildings on Operating Leases:
Land and buildings on operating leases consisted of the following at:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------- -------------------
<S> <C>
Land $ 9,956,495 $ 9,384,719
Buildings 11,661,973 11,164,433
------------------- -------------------
21,618,468 20,549,152
Less accumulated depreciation (1,500,935 ) (1,247,965 )
------------------- -------------------
20,117,533 19,301,187
Less allowance for loss on land and
building (739,055 ) --
------------------- -------------------
$ 19,378,478 $ 19,301,187
=================== ===================
</TABLE>
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2000 and 1999
2. Land and Buildings on Operating Leases - Continued:
In January 2000, the Partnership reinvested the net sales proceeds it
received from the 1999 sale of a property in a Baker's Square property
located in Wilmette, Illinois, at an approximate cost of $1,630,200
(see Note 3).
In September 2000, the Partnership sold its Popeyes property in Warner
Robins, Georgia for a total of $609,861 and received net sales proceeds
of approximately $607,400 resulting in a gain of $17,447 for financial
reporting purposes. This property was originally acquired by the
Partnership in October 1996 and had costs totaling approximately
$563,000, excluding acquisition fees and miscellaneous acquisition
expenses; therefore the Partnership sold this property for a total of
approximately $44,400 in excess of its original purchase price.
As of September 30, 2000, the Partnership had established provisions
for losses on land and buildings of $739,055, for financial reporting
purposes relating to the Boston Market properties in Long Beach and
Inglewood, California. The tenant of these properties filed for
bankruptcy in October 1998 and discontinued payments of rents. The
allowance represents the difference between the net carrying values of
the properties at September 30, 2000 and the estimated net realizable
values of the properties. The Partnership sold the property in Long
Beach, California, in October 2000. (See Note 4).
3. Related Party Transactions:
During the nine months ended September 30, 2000, the Partnership
acquired a property in Wilmette, Illinois, from CNL BB Corp., an
affiliate of the general partners, for a purchase price of
approximately $1,630,200 (see Note 2). CNL BB Corp. had purchased and
temporarily held title to the property in order to facilitate the
acquisition of the property by the Partnership. The purchase price paid
by the Partnership represented the costs incurred by CNL BB Corp. to
acquire and carry the property, including closing costs. In accordance
with the Statement of Policy of Real Estate programs for the North
American Securities Administrators Association, Inc., all income,
expenses, profits and losses generated by or associated with the
property were treated as belonging to the Partnership. For the nine
months ended September 30, 2000, other income of the Partnership
includes $2,296 of such amounts.
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2000 and 1999
4. Subsequent Events:
In October 2000, the Partnership sold its property in Long Beach,
California to an unrelated third party and received net sales proceeds
of approximately $530,000. No additional loss was recorded in October
for financial reporting purposes from the sale of the property due to
the fact that the Partnership had recorded a provision for loss on land
and building as of September 30, 2000. (See Note 2).
<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 were 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 generally are triple-net leases, with the lessee
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of September 30, 2000, the Partnership owned 29 Properties, which
included interests in three Properties owned by joint ventures in which the
Partnership is a co-venturer and four Properties owned with affiliates as
tenants-in-common.
Capital Resources
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 $1,405,009 and $1,960,792 for the nine months ended September 30,
2000 and 1999, respectively. The decrease in cash from operations for the nine
months ended September 30, 2000, as compared to the nine months ended September
30, 1999, was primarily a result of changes in income and expenses as described
in "Results of Operations" below and changes in the Partnership's working
capital.
Other sources and uses of capital included the following during the
nine months ended September 30, 2000.
In January 2000, the Partnership reinvested approximately $1,630,200 of
the sales proceeds received from the 1999 sale of a Property in a Baker's Square
Property in Wilmette, Illinois. The Partnership acquired the Property from an
affiliate of the general partners. The affiliate had purchased and temporarily
held title to the Property in order to facilitate the acquisition of the
Property by the Partnership. The purchase price paid by the Partnership
represented the costs incurred by the affiliate to acquire and carry the
Property, including closing costs.
In September 2000, the Partnership sold its Popeyes Property in Warner
Robins, Georgia for a total of $609,861 and received net sales proceeds of
approximately $607,400, resulting in a gain of $17,447 for financial reporting
purposes. This property was originally acquired by the Partnership in October
1996 and had costs totaling approximately $563,000, excluding acquisition fees
and miscellaneous acquisition expenses; therefore the Partnership sold this
properties for a total of approximately $44,400 in excess of its original
purchase price. The Partnership will distribute amounts sufficient to enable the
limited partners to pay federal and state income taxes, if any (at a level
reasonably assumed by the general partners), resulting from the sale.
In October 2000, the Partnership sold its Property in Long Beach,
California, and received net sales proceeds of approximately $530,000. The
Partnership intends to reinvest the net sales proceeds in an additional Property
or to pay distributions and other Partnership liabilities.
Currently, rental income from the Partnership's Properties and any net
sales proceeds from the sale of Properties, pending the reinvestment in
additional Properties, are invested in money market accounts or other
short-term, highly liquid investments, such as demand deposit accounts at
commercial banks, money market accounts and certificates of deposit with less
than a 30-day maturity date, pending the Partnership's use of such funds to pay
Partnership expenses or to make distributions to the partners. At September 30,
2000, the Partnership had $1,226,659 invested in such short-term investments, as
compared to $2,644,465 at December 31, 1999. The decrease in short-term
investments at September 30, 2000 was primarily due to the fact that in January
2000, the Partnership invested in a Property in Wilmette, Illinois, as described
above. The funds remaining at September 30, 2000, after payment of distributions
for the quarter ended September 30, 2000, and other liabilities, will be used 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.
Total liabilities of the Partnership, including distributions payable,
decreased to $847,086 at September 30, 2000, from $892,333 at December 31, 1999.
The decrease in liabilities was primarily attributable to a decrease in accounts
payable at September 30, 2000, as compared to December 31, 1999. This decrease
was partially offset by an increase in amounts due to related parties at
September 30, 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.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to limited partners of $1,800,000 for each of the nine
months ended September 30, 2000 and 1999 ($600,000 for each of the quarters
ended September 30, 2000 and 1999). This represents distributions for each
applicable nine months of $0.60 per unit ($0.20 per unit for each applicable
quarter). No distributions were made to the general partners for the quarters
and nine months ended September 30, 2000 and 1999. No amounts distributed to the
limited partners for the nine months ended September 30, 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.
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
During the nine months ended September 30, 1999, the Partnership and
its consolidated joint venture, CNL/GC El Cajon Joint Venture, owned and leased
23 wholly owned Properties (including one Property which was sold in 1999) to
operators of fast-food and family-style restaurant chains. During 1999, the
Partnership liquidated its interest in CNL/GC El Cajon Joint Venture. During the
nine months ended September 30, 2000, the Partnership owned and leased 23 wholly
owned Properties (including one Property which was sold in 2000) to operators of
fast-food and family-style restaurant chains. In connection therewith, during
the nine months ended September 30, 2000 and 1999, the Partnership earned
$1,548,751 and $1,766,569, respectively, in rental income from operating leases
(net of adjustments to accrued rental income) and earned income from direct
financing leases from these Properties, $513,263 and $477,812 of which was
earned during the quarters ended September 30, 2000 and 1999, respectively.
The decrease in rental and earned income during the nine months ended
September 30, 2000, as compared to the nine months ended September 30, 1999, was
partially attributable to the fact that in April 1999, the tenant of three
Boston Market Properties filed for bankruptcy, rejected the leases, vacated the
Properties and discontinued making rental payments for two of the three
Properties it leased. As a result of the lease rejections, rental and earned
income decreased by approximately $55,500 for the nine months ended September
30, 2000. The decrease in rental and earned income was partially offset by the
fact that during the nine months ended September 30, 1999, in conjunction with
the two rejected leases, the Partnership reversed approximately $60,000 of
accrued rental income. The accrued rental income was the accumulated amount of
non-cash accounting adjustments previously recorded in order to recognize future
scheduled rent increases as income evenly over the terms of the leases relating
to the two rejected leases. No reversal of accrued rental income occurred during
the nine months ended September 30, 2000, related to this Property. In July
2000, the lease relating to the third Property in Houston, Texas, was rejected
resulting in a decrease of $14,600 and $21,600 of rental and earned income for
the quarter and nine months ended September 30, 2000, respectively. In
connection therewith, during the nine months ended September 30, 2000, the
Partnership reversed approximately $35,100 in accrued rental income relating to
this Property. The Partnership will not recognize rental and earned income from
these three Properties until new tenants are located or until the Properties are
sold and the proceeds from the sales are reinvested in additional Properties.
The lost revenues resulting from the rejection of the three leases has and will
continue to have an adverse effect of the results of operations of the
Partnership until the Partnership is able to re-lease these Properties. The
Partnership is currently seeking either new tenants or purchasers for these
Properties.
Rental and earned income also decreased during the nine months ended
September 30, 2000, as compared to the nine months ended September 30, 1999, as
a result of the Partnership increasing the allowance for doubtful accounts by
approximately $70,000 and $97,600, during the quarter and nine months ended
September 30, 2000, respectively, for past due rental amounts relating to
Properties in Mesquite, Nevada, and Kentwood, Michigan, in accordance with the
Partnership's policy. During nine months ended September 30, 2000, the tenant of
the Property in Kentwood, Michigan defaulted under the terms of its lease,
discontinued operations of the restaurant and discontinued making rental
payments. As a result, the Partnership reversed approximately $106,400 of
accrued rental income relating to this Property during the nine months ended
September 30, 2000. 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.
Rental and earned income decreased by approximately $79,700 and
$238,300 during the quarter and nine months ended September 30, 2000,
respectively, due to the fact that in 1999, the Partnership's consolidated joint
venture, CNL/GC El Cajon Joint Venture, sold its Property and dissolved the
joint venture. In conjunction with the sale of the Property, the Partnership
reversed approximately $161,600 of accrued rental income during the quarter and
nine months ended September 30, 1999.
Rental and earned income increased by approximately $43,800 and
$117,400 during the quarter and nine months ended September 30, 2000,
respectively, due to the fact that during January 2000, the Partnership
reinvested the net sales proceeds received from the sale of a Property, in a
Property in Wilmette, Illinois, as described above in "Capital Resources."
During the nine months ended September 30, 2000 and 1999, the
Partnership owned and leased three Properties with affiliates as
tenants-in-common and four Properties indirectly through joint venture
arrangements. In connection therewith, during the nine months ended September
30, 2000 and 1999, the Partnership earned $129,326 and $134,742, respectively,
attributable to net income earned by these joint ventures, $38,899 and $47,058
of which was earned during the quarters ended September 30, 2000 and 1999,
respectively. The decrease in net income earned by these joint ventures was
attributable to the fact that one of the joint ventures established a reserve
for doubtful accounts for past due amounts in accordance with the Partnership's
policy. The joint venture will pursue collection of these past due amounts and
will recognize such amounts as income when collected.
Operating expenses, including depreciation and amortization expense,
were $576,074 and $443,284 for the nine months ended September 30, 2000 and
1999, respectively, of which $195,672 and $147,805 were incurred for the
quarters ended September 30, 2000 and 1999, respectively. The increase in
operating expenses during the nine months ended September 30, 2000 was partially
due to the fact that during the nine months ended September 30, 2000, the
Partnership incurred $23,382 in transaction costs related to the general
partners retaining financial and legal advisors to assist them in evaluating and
negotiating the subsequently terminated merger of the Partnership with and into
CNL American Properties Fund, Inc. ("APF").
Additionally, the increase in operating expenses during the quarter and
nine months ended September 30, 2000, as compared to the quarter and nine months
ended September 30, 1999, was partially attributable to an increase in
insurance, legal fees, maintenance and real estate taxes incurred as a result of
the facts that (i) the tenant of three Boston Market Properties filed for
bankruptcy, rejected the leases and discontinued making rental payments and (ii)
the tenant of the Property in Kentwood, Michigan vacated the Property and
discontinued making rental payments to the Partnership, each as described above.
The Partnership will continue to incur such expenses relating to these
Properties until replacement tenants or purchasers are located. The Partnership
is currently seeking either replacement tenants or purchasers for these
Properties. In addition, operating expenses were higher during the quarter and
nine months ended September 30, 2000 due to an increase in administrative
expenses for servicing the Partnership and its Properties.
As described above in "Capital Resources," during the quarter and nine
months ended September 30, 2000, the Partnership sold the Property in Warner
Robins, Georgia, resulting in a gain of $17,447 for financial reporting
purposes. No Properties were sold during the quarter and nine months ended
September 30, 1999.
During the nine months ended September 30, 2000, the Partnership
recorded provisions for losses on land and building of $739,055 for financial
reporting purposes relating to the Boston Market Properties in Long Beach and
Inglewood, California. The tenant of these Properties filed for bankruptcy in
October 1998 and discontinued payment of rents. The allowance at September 30,
2000 represented the difference between the carrying values of the Properties
and the estimated net realizable values for the Properties as of such date. In
October 2000, the Partnership sold the Property in Long Beach, California, as
described above in "Capital Resources". No additional loss was recorded in
October as a result of the sale of the Property in Long Beach, California for
financial reporting purposes due to the fact that the Partnership had recorded a
provision for loss on land and building as of September 30, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
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 XVII, Ltd. (Filed as Exhibit 3.1 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein
by reference.)
**4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund XVII, Ltd. (Filed as Exhibit 3.1 to
Registration Statement No. 33-90998 on Form S-11 and
incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund XVII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein
by reference.)
**4.3 Form of Agreement between CNL Income Fund XVII, Ltd.
and MMS Escrow and Transfer Agency, Inc. and between
CNL Income Fund XVIII, Ltd. and MMS Escrow and
Transfer Agency, Inc. relating to the Distribution
Reinvestment Plans (Filed as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**8.3 Opinion of Baker & Hostetler regarding certain
material issues relating to the Distribution
Reinvestment Plan of CNL Income Fund XVII, Ltd. (Filed
as Exhibit 8.3 to Amendment No. Three to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.1 Management Agreement between CNL Income Fund XVII,
Ltd. and CNL Fund Advisors, Inc. (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 21, 1996, and
incorporated herein by reference.)
**10.2 Form of Joint Venture Agreement for Joint Ventures
with Unaffiliated Entities (Filed as Exhibit 10.2 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**10.3 Form of Joint Venture Agreement for Joint Ventures
with Affiliated Programs (Filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.4 Form of Development Agreement (Filed as Exhibit 10.5
to the Registrant's Registration Statement on Form
S-11, No. 33-90998, incorporated herein by reference.)
**10.5 Form of Indemnification and Put Agreement (Filed as
Exhibit 10.6 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.6 Form of Unconditional Guarantee of Payment and
Performance (Filed as Exhibit 10.7 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.7 Form of Lease Agreement for Existing Restaurant (Filed
as Exhibit 10.8 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.8 Form of Lease Agreement for Restaurant to be
Constructed (Filed as Exhibit 10.9 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.9 Form of Premises Lease for Golden Corral Restaurant
(Filed as Exhibit 10.10 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
<PAGE>
**10.10 Form of Agreement between CNL Income Fund XVII, Ltd.
and MMS Escrow and Transfer Agency, Inc. and between
CNL Income Fund XVIII, Ltd. and MMS Escrow and
Transfer Agency, Inc. relating to the Distribution
Reinvestment Plans (Filed as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.11 Form of Cotenancy Agreement with Unaffiliated Entity
(Filed as Exhibit 10.12 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.12 Form of Cotenancy Agreement with Affiliated Entity
(Filed as Exhibit 10.13 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.13 Form of Registered Investor Advisor Agreement (Filed
as Exhibit 10.14 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 2000.
<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 9th day of November, 2000.
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)
