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
0-22485
---------------------------------------
CNL Income Fund XVII, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Florida 59-3295393
- ------------------------------------------------------ ------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<S> <C>
450 South Orange Avenue
Orlando, Florida 32801
- ------------------------------------------------------ ------------------------------------------------
(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 XVII, 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 building $ 20,606,541 $ 19,301,187
Net investment in direct financing leases 1,832,148 1,840,583
Investment in joint ventures 1,973,307 1,967,017
Cash and cash equivalents 848,700 2,644,465
Receivables, less allowance for doubtful accounts
of $95,277 and $48,138, respectively 93,173 77,686
Due from related parties 3,500 3,939
Accrued rental income 740,506 693,671
Other assets 8,871 33,415
------------------ -------------------
$ 26,106,746 $ 26,561,963
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 16,374 $ 87,143
Accrued real estate taxes payable - 2,041
Distributions payable 600,000 600,000
Due to related parties 52,492 23,597
Rents paid in advance and deposits 138,412 119,113
Deferred rental income 59,569 60,439
------------------ -------------------
Total liabilities 866,847 892,333
Partners' capital 25,239,899 25,669,630
------------------ -------------------
$ 26,106,746 $ 26,561,963
================== ===================
</TABLE>
<PAGE>
CNL INCOME FUND XVII, 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 $ 514,585 $ 596,824
Adjustments to accrued rental income - (59,643 )
Earned income from direct financing leases 38,030 92,314
Interest and other income 11,233 12,353
--------------- --------------
563,848 641,848
--------------- --------------
Expenses:
General operating and administrative 40,500 32,467
Professional services 11,313 5,882
Management fee to related party 5,620 6,580
Real estate taxes 4,634 --
State and other taxes 11,989 12,734
Depreciation and amortization 98,688 99,014
Transaction costs 7,380 32,528
--------------- --------------
180,124 189,205
--------------- --------------
Income Before Minority Interest in Income of Consolidated
Joint Venture, Equity in Earnings of Unconsolidated
Joint Ventures and Provision for Loss on Land and
Buildings 383,724 452,643
Minority Interest in Income of Consolidated
Joint Venture - (15,628 )
Equity in Earnings of Unconsolidated Joint Ventures 43,483 40,890
Provision for Loss on Land and Buildings (256,938 ) --
--------------- --------------
--------------- --------------
Net Income $ 170,269 $ 477,905
=============== ==============
Allocation of Net Income:
General partners $ (987 ) $ (990 )
Limited partners 171,256 478,895
--------------- --------------
$ 170,269 $ 477,905
=============== ==============
Net Income Per Limited Partner Unit $ 0.06 $ 0.16
=============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 3,000,000 3,000,000
=============== ==============
</TABLE>
<PAGE>
CNL INCOME FUND XVII, 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 $ (4,460 ) $ (610 )
Net income (987 ) (3,850 )
------------------- ------------------
(5,447 ) (4,460 )
------------------- ------------------
Limited partners:
Beginning balance 25,674,090 26,230,971
Net income 171,256 1,843,119
Distributions ($0.20 and $0.80 per limited partner
unit, respectively) (600,000 ) (2,400,000 )
------------------- ------------------
25,245,346 25,674,090
------------------- ------------------
Total partners' capital $ 25,239,899 $ 25,669,630
=================== ==================
</TABLE>
<PAGE>
CNL INCOME FUND XVII, 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
$ 434,399 $ 593,112
--------------- --------------
Cash Flows from Investing Activities:
Additions to land and buildings on operating leases
(1,630,164 ) -
Investment in joint ventures - (527,864 )
--------------- --------------
Net cash used in investing activities (1,630,164 ) (527,864 )
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (600,000 ) (600,000 )
Distributions to holder of minority interest - (12,298 )
--------------- --------------
Net cash used in financing activities (600,000 ) (612,298 )
--------------- --------------
Net Decrease in Cash and Cash Equivalents (1,795,765 ) (547,050 )
Cash and Cash Equivalents at Beginning of Quarter 2,644,465 1,492,343
--------------- --------------
Cash and Cash Equivalents at End of Quarter $ 848,700 $ 945,293
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 600,000 $ 600,000
=============== ==============
</TABLE>
<PAGE>
CNL INCOME FUND XVII, 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 XVII, 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 $ 10,217,007 $ 9,384,719
Buildings 11,992,072 11,164,433
------------------- ------------------
22,209,079 20,549,152
Less accumulated depreciation (1,345,600) (1,247,965)
------------------- ------------------
20,863,479 19,301,187
Less allowance for loss on land and
building (256,938) --
------------------- ------------------
-------------------
$ 20,606,541 $ 19,301,187
=================== ==================
</TABLE>
<PAGE>
CNL INCOME FUND XVII, 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 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.
At March 31, 2000, the Partnership recorded a provision for loss on
land and building in the amount of $256,938 for financial reporting
purposes relating to the Boston Market property in Long Beach,
California. The tenant of this property filed for bankruptcy in October
1998 and ceased payment of rents under the terms of its lease
agreement. The allowance represents the difference between the carrying
value of the property at March 31, 2000 and the current estimate of net
realizable value for this property.
3. Related Party Transactions:
During the quarter ended March 31, 2000, the Partnership acquired one
property from CNL BB Corp., an affiliate of the general partners, for a
purchase price of approximately $1,630,200. CNL BB Corp. had purchased
and temporarily held title to this property in order to facilitate the
acquisition of the property by the Partnership. The purchase price paid
by the Partnership represents 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 was treated as belonging to the Partnership. For the quarter
ended March 31, 2000, other income of the Partnership includes $2,296
of such amounts.
<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 March 31, 2000, the Partnership owned 30 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 $434,399 and $593,112 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 and changes in the Partnership's working capital.
Other sources and uses of capital included the following during the
quarter ended March 31, 2000.
In 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 the Property,
including closing costs. The Partnership anticipates that it 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.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, certificates of deposit, and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership expenses or to make distributions to the
partners. At March 31, 2000, the Partnership had $848,700 invested in such
short-term investments, as compared to $2,644,465 at December 31, 1999. The
decrease in short-term investments at March 31, 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 March 31, 2000, after the
payment of distributions 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.
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 $600,000 for each of the quarters
ended March 31, 2000 and 1999. This represents distributions for each applicable
quarter of $0.20 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2000 and 1999. No amounts distributed to the
limited partners for the quarters ended March 31, 2000 and 1999, are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
decreased to $866,847 at March 31, 2000, from $892,333 at December 31, 1999,
primarily as a result of a decrease in accounts payable at March 31, 2000 as
compared to December 31, 1999. The decrease in liabilities was partially offset
by an increase in due to related parties at March 31, 2000 as compared to
December 31, 1999. Total liabilities at March 31, 2000, to the extent they
exceed cash and cash equivalents at March 31, 2000, will be paid from future
cash from operations, and in the event the general partners elect to make
additional contributions, from general partners' contributions.
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
<PAGE>
Results of Operations
During the quarter ended March 31, 1999, the Partnership and its
consolidated joint venture, CNL/GC El Cajon Joint Venture, owned and leased 23
wholly owned Properties (including one Property owned by CNL/GC El Cajon Joint
Venture, which was sold in 1999) to operators of fast-food and family-style
restaurant chains. During the quarter ended March 31, 2000, the Partnership
owned and leased 23 wholly owned Properties. In connection therewith, during the
quarters ended March 31, 2000 and 1999, the Partnership earned $552,615 and
$629,495, respectively, in rental income from operating leases (net of
adjustments to accrued rental income) and earned income from direct financing
leases from these Properties. The decrease in rental and earned income during
the quarter ended March 31, 2000, as compared to the quarter ended March 31,
1999, was partially attributable to the fact that in April 1999, the tenant of
three Boston Market Properties filed for bankruptcy and rejected the leases,
vacated the Properties and ceased making rental payments on two of its three
leases. The decrease for the quarter ended March 31, 2000 was partially offset
by the fact that during the quarter ended March 31, 1999, rental and earned
income was lower because in conjunction with the two rejected leases, the
Partnership wrote off approximately $60,000 of accrued rental income (non-cash
accounting adjustment relating to the straight-lining of future scheduled rent
increases over the term of the lease in accordance with generally accepted
accounting principles) relating to the two rejected leases. No such amounts were
written off during the quarter ended March 31, 2000. The Partnership will not
recognize rental and earned income from these two Properties until new tenants
for these Properties are located or until the Properties are sold and the
proceeds from the sale are reinvested in additional Properties. The lost
revenues resulting from the rejection of the two leases and the possible
rejection of the third lease could have an adverse effect of the results of
operations of the Partnership if the Partnership is unable to re-lease these
Properties in a timely manner. While the tenant has not rejected or affirmed the
remaining lease, there can be no assurance that the lease will not be rejected
in the future.
Rental and earned income also decreased during the quarter ended March
31, 2000, as compared to the quarter ended March 31, 1999, as a result of the
Partnership establishing an allowance for doubtful accounts of approximately
$44,100 for past due rental amounts relating to three 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.
In addition, rental and earned income decreased by approximately
$78,800 during the quarter ended March 31, 2000, as compared to the quarter
ended March 31, 1999, as a result of the sale of the Property owned by the
Partnership's former consolidated joint venture, CNL/GC El Cajon Joint Venture.
The decrease was partially offset by an increase in rental and earned income of
approximately $26,900 due to the fact that during January 2000, the Partnership
reinvested the net sales proceeds in a Property in Wilmette, Illinois, as
described above in "Capital Resources."
During the quarters ended March 31, 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 quarters ended March 31, 2000 and 1999, the Partnership
earned $43,483 and $40,890, respectively, attributable to net income earned by
these joint ventures.
Operating expenses, including depreciation and amortization expense,
were $180,124 and $189,205 for the quarters ended March 31, 2000 and 1999,
respectively. The decrease in operating expenses was primarily due to the fact
that the Partnership incurred $7,380 and $32,528 during the quarters ended March
31, 2000 and 1999, respectively, in transaction costs related to the general
partners retaining financial and legal advisors to assist them in evaluating and
negotiating the terminated merger with CNL American Properties Fund, Inc.
("APF"). On June 3, 1999, the general partners, on behalf of the Partnership,
and APF agreed that it would be in the best interests of the Partnership, and
APF that APF not attempt to acquire the Partnership in the acquisition.
Therefore, in June 1999, APF entered into a termination agreement with the
general partners of the Partnership. The general partners are continuing to
evaluate strategic alternatives for the Partnership, including alternatives to
provide liquidity to the limited partners.
During the quarter ended March 31, 2000, the Partnership recorded a
provision for loss on land and building in the amount of $256,938 for financial
reporting purposes relating to the Boston Market Property in Long Beach,
California. The tenant of this Property filed for bankruptcy in October 1998 and
ceased payment of rents under the terms of its lease agreement. The allowance at
March 31, 2000 represents the difference between the carrying value of the
Property at March 31, 2000 and the current estimate of net realizable value for
this Property.
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 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.)
**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 March 31, 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 11th day of May, 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)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet of CNL Income Fund XVII, 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 10Q of CNL Income Fund XVII, 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> 848,700
<SECURITIES> 0
<RECEIVABLES> 188,450
<ALLOWANCES> 95,277
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 21,952,141
<DEPRECIATION> 1,345,600
<TOTAL-ASSETS> 26,106,746
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 25,239,899
<TOTAL-LIABILITY-AND-EQUITY> 26,106,746
<SALES> 0
<TOTAL-REVENUES> 563,848
<CGS> 0
<TOTAL-COSTS> 180,124
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 170,269
<INCOME-TAX> 0
<INCOME-CONTINUING> 170,269
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 170,269
<EPS-BASIC> 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 shown above for current
assets and current liabilities.
</FN>
</TABLE>
