CNL INCOME FUND XVIII LTD
10-Q, 2000-05-12
REAL ESTATE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                 For the quarterly period ended March 31, 2000
   --------------------------------------------------------------------------

                                       OR

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

For the transition period from _____________________ to ________________________


                             Commission file number
                                     0-24095
                     ---------------------------------------


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


            Florida                                             59-3295394
- -----------------------------------------          -----------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


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


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


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 XVIII, 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 of $996,485 and
       $899,785,  respectively,  and allowance for loss on land
       of $197,466, in 2000 and 1999                                        $ 22,418,172            $ 22,514,872
   Net investment in direct financing leases                                   5,188,275               5,209,759
   Investment in joint ventures                                                  688,765                 688,113
   Cash and cash equivalents                                                   1,289,090               1,282,113
   Restricted cash                                                               697,774                 690,885
   Receivables, less allowance for doubtful
       accounts of $1,618 and $11,172, respectively                                3,749                  28,037
   Prepaid expenses                                                                5,009                   9,341
   Accrued rental income                                                         426,387                 383,725
   Other assets                                                                   59,161                  59,161
                                                                       ------------------      ------------------

                                                                            $ 30,776,382            $ 30,866,006
                                                                       ==================      ==================

                LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                         $     41,751            $     86,294
   Accrued real estate taxes payable                                               1,244                      --
   Distributions payable                                                         700,000                 700,000
   Due to related parties                                                         69,075                  36,737
   Rents paid in advance                                                          45,563                  13,969
   Deferred rental income                                                         32,303                  45,151
                                                                       ------------------      ------------------
       Total liabilities                                                         889,936                 882,151

   Partners' capital                                                          29,886,446              29,983,855
                                                                       ------------------      ------------------

                                                                            $ 30,776,382            $ 30,866,006
                                                                       ==================      ==================




See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2000              1999
                                                                           ---------------    --------------
Revenues:
    Rental income from operating leases                                         $ 608,345         $ 612,321
    Earned income from direct financing leases                                    130,472           148,801
    Interest and other income                                                      21,574            14,939
                                                                           ---------------    --------------
                                                                                  760,391           776,061
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           33,921            36,076
    Professional services                                                          10,234             9,980
    Management fees to related party                                                7,254             7,337
    Real estate taxes                                                               1,244                --
    State and other taxes                                                          17,604            14,139
    Depreciation and amortization                                                  96,700           102,420
    Transaction costs                                                               7,380            31,624
                                                                           ---------------    --------------
                                                                                  174,337           201,576
                                                                           ---------------    --------------

Income Before Equity in Earnings of Unconsolidated Joint
    Ventures                                                                      586,054           574,485

Equity in Earnings of Unconsolidated Joint Ventures                                16,537             9,027
                                                                           ---------------    --------------

Net Income                                                                      $ 602,591         $ 583,512
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                             $   (967 )       $  (1,024 )
    Limited partners                                                              603,558           584,536
                                                                           ---------------    --------------

                                                                                $ 602,591         $ 583,512
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.17          $   0.17
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           3,500,000         3,500,000
                                                                           ===============    ==============



See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                          Quarter Ended           Year Ended
                                                                            March 31,            December 31,
                                                                               2000                  1999
                                                                        -------------------    ------------------

General partners:
    Beginning balance                                                          $    (5,319 )          $   (2,010 )
    Net income                                                                        (967 )              (3,309 )
                                                                        -------------------    ------------------
                                                                                    (6,286 )              (5,319 )
                                                                        -------------------    ------------------

Limited partners:
    Beginning balance                                                           29,989,174            30,270,507
    Net income                                                                     603,558             2,518,665
    Distributions ($0.20 and $0.80 per
       limited partner unit, respectively)
                                                                                  (700,000 )          (2,799,998 )
                                                                        -------------------    ------------------
                                                                                29,892,732            29,989,174
                                                                        -------------------    ------------------

Total partners' capital                                                       $ 29,886,446          $ 29,983,855
                                                                        ===================    ==================



See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2000              1999
                                                                           ---------------    --------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                              $   706,977            $ 713,825
                                                                           ---------------    --------------

    Cash Flows from Investing Activities:
       Investment in joint venture                                                     --          (509,750 )
       Other                                                                           --              (117 )
                                                                           ---------------    --------------
          Net cash used in investing activities                                        --          (509,867 )
                                                                           ---------------    --------------

    Cash Flows from Financing Activities:
       Reimbursement of acquisition costs paid by related
           parties on behalf of the Partnership                                        --            (2,596 )
       Distributions to limited partners                                         (700,000 )        (700,000 )
                                                                           ---------------    --------------
          Net cash used in financing activities                                  (700,000 )        (702,596 )
                                                                           ---------------    --------------

Net Increase (Decrease) in Cash and Cash Equivalents
                                                                                    6,977          (498,638 )

Cash and Cash Equivalents at Beginning of Quarter                               1,282,113         1,839,613
                                                                           ---------------    --------------

Cash and Cash Equivalents at End of Quarter                                    $1,289,090        $1,340,975
                                                                           ===============    ==============

Supplemental Schedule of Non-Cash Financing Activities:

       Distributions declared and unpaid at end of quarter
                                                                                $ 700,000         $ 700,000
                                                                           ===============    ==============


</TABLE>

See accompanying notes to condensed financial statements.
<PAGE>




                           CNL INCOME FUND XVIII, 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 XVIII, Ltd. (the "Partnership") for the year ended December
         31, 1999.

2.       Restricted Cash:

         As of March 31, 2000,  the net sales proceeds of $688,997 from the 1999
         sale of the  property in Atlanta,  Georgia,  plus  accrued  interest of
         $8,777, were being held in an  interest-bearing  escrow account pending
         the  release of funds by the  escrow  agent to pay  liabilities  of the
         Partnership,  to reinvest in an additional property or to distribute to
         the limited partners.




<PAGE>


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

         CNL Income Fund XVIII,  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  restaurants,  as  well  as  land  upon  which  restaurants  were to be
constructed  (collectively,  the  "Properties"),  which are leased  primarily to
operators of selected national and regional  fast-food,  family-style and casual
dining restaurant chains.  The leases generally are triple-net leases,  with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and utilities. As of March 31, 2000, the Partnership owned 24 Properties,  which
included  interests  in two  Properties  owned by joint  ventures  in which  the
Partnership is a co-venturer.

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 $706,977 and $713,825 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 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 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
partners.  At March 31, 2000, the  Partnership  had $1,289,090  invested in such
short-term  investments,  as compared to  $1,282,113  at December 31, 1999.  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 cash from operations, the Partnership declared distributions to limited
partners of  $700,000  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,
were   $889,936   and  $882,151  at  March  31,  2000  and  December  31,  1999,
respectively.  The general  partners believe the Partnership has sufficient cash
on hand to meet its current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         During the quarter  ended March 31,  1999,  the  Partnership  owned and
leased 23 wholly owned  Properties  (including  one  Property  which was sold in
December  1999),  and during the quarter ended March 31, 2000,  the  Partnership
owned and leased 22 wholly  owned  Properties  to  operators  of  fast-food  and
family-style  restaurant  chains. In connection  therewith,  during the quarters
ended March 31, 2000 and 1999,  the  Partnership  earned  $738,817 and $761,122,
respectively,  in rental  income from  operating  leases 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 primarily due to the sale of the  Partnership's  Property in
Atlanta,  Georgia in December 1999. The Partnership intends to use the net sales
proceeds to pay  liabilities  of the  Partnership,  to reinvest in an additional
Property or to distribute to the limited partners.

         During the  quarters  ended  March 31, 2000 and 1999,  the  Partnership
owned and leased two Properties  indirectly through joint venture  arrangements.
In connection therewith,  during the quarters ended March 31, 2000 and 1999, the
Partnership earned $16,537 and $9,027, respectively,  attributable to net income
earned by these  joint  ventures.  The  increase  in net income  earned by joint
ventures for the quarter ended March 31, 2000, is primarily due to the fact that
in February 1999, the Partnership invested in Portsmouth Joint Venture.

         Operating expenses,  including  depreciation and amortization  expense,
were  $174,337  and  $201,576  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 $31,624 during the quarters ended March
31, 2000 and 1999,  respectively,  in transaction  costs relating 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.

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  XVIII,  Ltd.
                                 (Filed  as  Exhibit  3.2  to  the  Registrant's
                                 Registration   Statement  on  Form  S-11,   No.
                                 33-90998-01, incorporated herein by reference.)

                    **3.2        Amended  and  Restated   Agreement  of  Limited
                                 Partnership  of CNL  Income  Fund  XVIII,  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  XVIII,  Ltd.
                                 (Filed   as   Exhibit   3.2   to   Registrant's
                                 Registration   Statement  on  Form  S-11,   No.
                                 33-90998-01   and   incorporated    herein   by
                                 reference.)

                    **4.2        Amended  and  Restated   Agreement  of  Limited
                                 Partnership  of CNL  Income  Fund  XVIII,  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.)


<PAGE>



                    **5.1        Opinion of Baker & Hostetler as to the legality
                                 of  the  securities  being  registered  by  CNL
                                 Income Fund XVIII,  Ltd.  (Filed as Exhibit 5.2
                                 to  Amendment  No.  Three  to the  Registrant's
                                 Registration   Statements  on  Form  S-11,  No.
                                 33-90998, incorporated herein by reference.)

                    **8.1        Opinion of Baker & Hostetler  regarding certain
                                 material tax issues relating to CNL Income Fund
                                 XVIII,  Ltd. (Filed as Exhibit 8.1 to Amendment
                                 No.  Three  to  the  Registrant's  Registration
                                 Statement   on   Form   S-11,   No.   33-90998,
                                 incorporated herein by reference.)

                    **8.2        Opinion of Baker & Hostetler  regarding certain
                                 material  issues  relating to the  Distribution
                                 Reinvestment  Plan of CNL  Income  Fund  XVIII,
                                 Ltd.  (Filed as Exhibit  8.4 to  Amendment  No.
                                 Three   to   the   Registrant's    Registration
                                 Statement   on   Form   S-11,   No.   33-90998,
                                 incorporated herein by reference.)

                    **8.3        Amended Opinion of Baker & Hostetler  regarding
                                 certain  material issues relating to CNL Income
                                 Fund  XVIII,  Ltd.  (Filed  as  Exhibit  8.5 to
                                 Post-Effective   Amendment   No.  Four  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
                                 XVIII,   Ltd.  and  CNL  Fund  Advisors,   Inc.
                                 (Included  as  Exhibit  10.1 to Form 10-K filed
                                 with the Securities and Exchange  Commission on
                                 March  20,  1997,  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.)


<PAGE>



                    **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 XVIII, 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)



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  information extracted from the balance
sheet of CNL Income Fund XVIII,  Ltd. at March 31,  2000,  and its  statement of
income for the three  months  then ended and is  qualified  in its  entirety  by
reference  to the Form 10-Q of CNL Income Fund XVIII,  Ltd. for the three months
ended March 31, 2000.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         1,986,864
<SECURITIES>                                   0
<RECEIVABLES>                                  5,367
<ALLOWANCES>                                   1,618
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         23,414,657
<DEPRECIATION>                                 996,485
<TOTAL-ASSETS>                                 30,776,382
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     29,886,446
<TOTAL-LIABILITY-AND-EQUITY>                   30,776,382
<SALES>                                        0
<TOTAL-REVENUES>                               760,391
<CGS>                                          0
<TOTAL-COSTS>                                  174,337
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                602,591
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            602,591
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   602,591
<EPS-BASIC>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>Due to the  nature of its  industry,  CNL Income  Fund  XVIII,  Ltd.  has an
unclassified  balance  sheet;  therefore,  no values are shown above for current
assets and current liabilities.</F1>
<F2>Includes $697,774 in restricted cash.</F2>
</FN>




</TABLE>


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