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
--------------------------------------
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 32801-3336
----------------------------------------------- --------------------------
(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
<TABLE>
<CAPTION>
Part I Page
<S><C>
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 8-11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 11
Part II
Other Information 12-15
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------ ------------------
ASSETS
<S><C>
Land and buildings on operating leases, less
accumulated depreciation and allowance for loss on land
and building $ 21,944,400 $ 22,514,872
Net investment in direct financing leases 5,143,640 5,209,759
Investment in joint ventures 1,758,212 688,113
Cash and cash equivalents 616,526 1,282,113
Restricted cash -- 690,885
Receivables, less allowance for doubtful
accounts of $63,385 and $11,172, respectively 50,363 28,037
Prepaid expenses 22,984 9,341
Accrued rental income 445,543 383,725
Other assets 630 59,161
------------------ ------------------
$ 29,982,298 $ 30,866,006
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 41,352 $ 86,294
Accrued and escrowed real estate taxes payable 14,094 --
Distributions payable 700,000 700,000
Due to related parties 79,379 36,737
Rents paid in advance -- 13,969
Deferred rental income 38,557 45,151
------------------ ------------------
Total liabilities 873,382 882,151
Partners' capital 29,108,916 29,983,855
------------------ ------------------
$ 29,982,298 $ 30,866,006
================== ==================
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------------- ------------- -------------- --------------
<S><C>
Revenues:
Rental income from operating leases $ 554,553 $ 602,890 $ 1,766,718 $ 1,832,395
Adjustments to accrued rental income -- -- (92,314 ) --
Earned income from direct financing leases 87,577 160,698 334,043 483,699
Interest and other income 3,667 15,306 37,381 60,534
------------- ------------- -------------- --------------
645,797 778,894 2,045,828 2,376,628
------------- ------------- -------------- --------------
Expenses:
General operating and administrative 55,094 33,138 135,379 105,134
Professional services 10,651 11,269 26,828 32,669
Management fees to related party 6,587 7,743 20,836 22,808
Real estate taxes 12,056 1,315 14,720 3,945
State and other taxes -- -- 17,604 14,139
Depreciation and amortization 97,505 96,699 290,905 295,820
Transaction costs -- -- 22,874 --
------------- ------------- -------------- --------------
181,893 150,164 529,146 474,515
------------- ------------- -------------- --------------
Income Before Equity in Earnings of
Unconsolidated Joint Ventures, Provision for
Loss on Land and Building and Termination
Refund to Tenant 463,904 628,730 1,516,682 1,902,113
Equity in Earnings of Unconsolidated
Joint Ventures 41,149 16,515 73,624 45,282
Provision for Loss on Land and Buildings (280,372 ) -- (280,372 ) --
Termination Refund to Tenant -- -- (84,873 ) --
------------- ------------- -------------- --------------
Net Income $ 224,681 $ 645,245 $ 1,225,061 $ 1,947,395
============= ============= ============== ==============
Allocation of Net Income:
General partners $ (975 ) $ (547 ) $ (2,909 ) $ (1,525 )
Limited partners 225,656 645,792 1,227,970 1,948,920
------------- ------------- -------------- --------------
$ 224,681 $ 645,245 $ 1,225,061 $ 1,947,395
============= ============= ============== ==============
Net Income Per Limited Partner Unit $ 0.06 $ 0.18 $ 0.35 $ 0.56
============= ============= ============== ==============
Weighted Average Number of Limited
Partner Units Outstanding 3,500,000 3,500,000 3,500,000 3,500,000
============= ============= ============== ==============
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
2000 1999
-------------------------- ---------------------
<S><C>
General partners:
Beginning balance $ (5,319 ) $ (2,010 )
Net income (2,909 ) (3,309 )
-------------------------- ---------------------
(8,228 ) (5,319 )
-------------------------- ---------------------
Limited partners:
Beginning balance 29,989,174 30,270,507
Net income 1,227,970 2,518,665
Distributions ($0.60 and $0.80 per
limited partner unit, respectively) (2,100,000 ) (2,799,998 )
-------------------------- ---------------------
29,117,144 29,989,174
-------------------------- ---------------------
Total partners' capital $ 29,108,916 $ 29,983,855
========================== =====================
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
---------------- ----------------
<S><C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,746,974 $ 2,144,938
---------------- ----------------
Cash Flows from Investing Activities:
Additions to land and buildings on operating leases -- (25,792 )
Decrease in restricted cash 688,997 --
Investment in joint ventures (1,001,558 ) (526,138 )
Increase in other assets -- (117 )
---------------- ----------------
Net cash used in investing activities (312,561 ) (552,047 )
---------------- ----------------
Cash Flows from Financing Activities:
Reimbursement of acquisition costs
paid by related parties on behalf of the Partnership -- (2,495 )
Distributions to limited partners (2,100,000 ) (2,099,998 )
---------------- ----------------
Net cash used in financing activities (2,100,000 ) (2,102,493 )
---------------- ----------------
Net Decrease in Cash and Cash Equivalents (665,587 ) (509,602 )
Cash and Cash Equivalents at Beginning of Period 1,282,113 1,839,613
---------------- ----------------
Cash and Cash Equivalents at End of Period $ 616,526 $ 1,330,011
================ ================
Supplemental Schedule of Non-Cash Financing Activities:
Distributions declared and unpaid at end of period $ 700,000 $ 700,000
================ ================
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, 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 XVIII, Ltd. (the "Partnership") for the year ended December
31, 1999.
2. Land and Buildings on Operating Leases:
Land and buildings in operating leases consisted of the following at:
<TABLE>
<CAPTION>
September 30, December 31, 1999
2000
-------------------- ---------------------
<S><C>
Land $ 12,008,124 $ 12,008,124
Buildings 11,603,999 11,603,999
-------------------- ---------------------
23,612,123 23,612,123
Less accumulated depreciation (1,189,885 ) (899,785 )
-------------------- ---------------------
22,422,238 22,712,338
Less allowance for loss on land and
buildings (477,838 ) (197,466 )
-------------------- ---------------------
$ 21,944,400 $ 22,514,872
==================== =====================
</TABLE>
At September 30, 2000, the Partnership recorded a provision for loss on
land and building of $280,372 relating to the property in Timonium,
Maryland. The provision for loss represented the difference between the
estimated net sales proceeds based on a sales contract with a third
party (see Note 4) and the net carrying value of the property at
September 30, 2000.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2000 and 1999
3. Investment in Joint Ventures:
In June 2000, the Partnership used the net sales proceeds from the 1999
sale of the Partnership's property in Atlanta, Georgia, along with
additional funds, to invest in a joint venture arrangement, TGIF
Pittsburgh Joint Venture, with CNL Income Fund VII, Ltd., CNL Income
Fund XV, Ltd. and CNL Income Fund XVI, Ltd., each a Florida limited
partnership and an affiliate of the general partners, to purchase and
hold one restaurant property. The Partnership accounts for its
investment using the equity method since the Partnership shares control
with affiliates. As of September 30, 2000, the Partnership owned a
39.5% interest in the profits and losses of the joint venture.
CNL Portsmouth Joint Venture, Columbus Joint Venture and Pittsburgh
Joint Venture each own and lease one property to an operator of
national fast-food or family-style restaurants. The following presents
the combined, condensed financial information for the joint ventures
at:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------------- -------------------
<S><C>
Land and buildings on operating leases, less
accumulated depreciation $ 3,653,005 $ 1,142,511
Net investment in direct financing lease 318,294 320,961
Cash 28,259 7,969
Receivables -- 851
Prepaid expenses 464 483
Accrued rental income 42,453 19,219
Liabilities 14,144 21,233
Partners' capital 4,028,331 1,470,761
Revenues 192,795 151,716
Net income 164,885 131,214
</TABLE>
The Partnership recognized income totaling $73,624 and $45,282 during
the nine months ended September 30, 2000 and 1999, respectively, from
these joint ventures, of which $41,149 and $16,515 was earned during
the quarters ended September 30, 2000 and 1999, respectively.
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2000 and 1999
3. Subsequent Event:
In October 2000, the Partnership entered into a contract to sell the
property in Timonium, Maryland, to a third party for $900,000. In
conjunction therewith, the Partnership recorded a provision for loss on
land and building at September 30, 2000 of $280,372 (see Note 2). The
sale of this property had not occurred a of November 9, 2000.
<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 September 30, 2000, the Partnership owned 25 Properties,
which included interests in three Properties owned by joint ventures in which
the Partnership is a co-venturer.
Capital Resources
The Partnership's primary source of capital was cash from operations
(which includes cash received from tenants, distributions from joint ventures
and interest and other income received, less cash paid for expenses). Cash from
operations was $1,746,974 and $2,144,938 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.
Other sources and uses of capital included the following during the
nine months ended September 30, 2000.
In June 2000, the Partnership used the net sales proceeds from the 1999
sale of the Partnership's Property in Atlanta, Georgia which were being held in
an interest bearing escrow account, along with additional funds, to invest in a
joint venture arrangement, TGIF Pittsburgh Joint Venture, with CNL Income Fund
VII, Ltd., CNL Income Fund XV, Ltd. and CNL Income Fund XVI, Ltd., each a
Florida limited partnership and an affiliate of the general partners, to
purchase and hold one restaurant property. As of September 30, 2000, the
Partnership owned a 39.5% interest in the profits and losses of the joint
venture.
In October 2000, the Partnership entered into a contract to sell the
Property in Timonium, Maryland, to a third party for $900,000. The sale of this
Property had not occurred as of November 9, 2000.
Currently, rental income from the Partnership's Properties and any net
sales proceeds from the sale of Properties pending 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 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 partners. At September 30, 2000, the Partnership had $616,526
invested in such short-term investments, as compared to $1,282,113 at December
31, 1999. The decrease in cash and cash equivalents was due to the Partnership
investing in TGIF Pittsburgh Joint Venture in June 2000, as described above. The
funds remaining at September 30, 2000 will be used to pay distributions and
other liabilities.
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,
were $873,382 and $882,151 at September 30, 2000 and December 31, 1999,
respectively. Liabilities at September 30, 2000, to the extent they exceed cash
and cash equivalents will be paid from future cash from operations or in the
event the general partners elect to make capital contributions or loans, from
future general partner contributions or loans.
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 approximately $2,100,000 for each
of the nine months ended September 30, 2000 and 1999 (approximately $700,000 for
each of the quarters ended September 30, 2000 and 1999). This represents
distributions of $0.60 per unit for each of the nine months ended September 30
2000 and 1999 ($0.20 per unit for each of the quarters ended September 30, 2000
and 1999). 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 owned
and leased 23 wholly owned Properties (including one Property which was sold in
December 1999) and during the nine months ended September 30, 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 nine months ended September 30, 2000 and 1999, the Partnership earned
$2,008,447 and $2,316,094, respectively, in rental income from operating leases
(net of adjustments to accrued rental income) and earned income from direct
financing leases from these Properties, $642,130 and $763,588 of which was
earned during the quarters ended September 30, 2000 and 1999, respectively. The
decrease in rental and earned income for the quarter and nine months ended
September 30, 2000 was partially due to a decrease in rental and earned income
of approximately $58,300 during the quarter and nine months ended September 30,
2000, due to the fact that in 1998 two tenants filed for bankruptcy and, during
the nine months ended September 30, 2000, rejected the leases relating to two
Properties in Timonium, Maryland and San Antonio, Texas and discontinued making
rental payments on the rejected leases. In addition, in conjunction with the
rejected leases, during the nine months ended September 30, 2000, the
Partnership reversed $92,314 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 term of the lease. The Partnership will not recognize any rental and
earned income from these vacant Properties until new tenants are located or
until the Properties are sold and the proceeds from such sales are reinvested in
additional Properties. The lost revenues resulting from the rejected and vacant
Properties could have an adverse effect on the results of operations of the
Partnership if the Partnership is not able to re-lease the Properties in a
timely manner. The general partners are currently seeking either new tenants or
purchasers for the rejected and vacant Properties.
The decrease in rental and earned income during the quarter and nine
months ended September 30, 2000 was also attributable to the fact that in June
2000, the tenant of the Partnership's other Property in San Antonio, Texas
defaulted under the terms of its lease, vacated the Property and discontinued
making rental payments on this Property. As a result, during the quarter and
nine months ended September 30, 2000, the Partnership established an allowance
for doubtful accounts of approximately $41,800 and $55,700, respectively, for
past due rental amounts relating to this Property. No such allowance was
recorded during the quarter and nine months ended September 30, 1999. The
Partnership is currently seeking either a replacement tenant or purchaser for
this Property. The general partners will continue to pursue collection of past
due rental amounts relating to this Property and will recognize such amounts as
income if collected.
Rental and earned income decreased during the quarter and nine months
ended September 30, 2000, by approximately $16,000 and $48,700, respectively,
due to the sale of the Partnership's Property in Atlanta, Georgia in December
1999. Rental and earned income are expected to remain at reduced amounts while
equity in earnings of joint ventures is expected to remain at increased amounts
due to the fact that the Partnership reinvested these net sales proceeds in a
joint venture arrangement, as described above.
In addition, rental and earned income for the quarter and nine months
ended September 30, 2000 was lower due to the fact that during the quarter and
nine months ended September 30, 1999, the Partnership collected and recognized
as income approximately $16,300 and $52,800, respectively, in past due rental
amounts for which the Partnership had previously established an allowance for
doubtful accounts relating to its Property in Stow, Ohio.
During the quarters ended September 30, 2000 and 1999, the Partnership
owned and leased two and three Properties, respectively, indirectly through
joint venture arrangements. In connection therewith, during the nine months
ended September 30, 2000 and 1999, the Partnership earned $73,624 and $45,282,
respectively, attributable to net income earned by these joint ventures, $41,149
and $16,515 of which was earned during the quarters ended September 30, 2000 and
1999, respectively. Net income earned by these joint ventures increased due to
the fact that the Partnership invested in Portsmouth Joint Venture and
Pittsburgh Joint Venture in February 1999 and June 2000, respectively.
Operating expenses, including depreciation and amortization expense,
were $529,146 and $474,515 for the nine months ended September 30, 2000 and
1999, respectively, $181,893 and $150,164 of which was incurred during the
quarters ended September 30, 2000 and 1999, respectively. The increase in
operating expenses was primarily due to the fact that the Partnership incurred
$33,897 during the nine months ended September 30, 2000, respectively, in
transaction costs related to the general partners retaining financial and legal
advisors to assist them in evaluating and negotiating the terminated merger of
the Partnership with and into CNL American Properties Fund, Inc. ("APF").
Operating expenses also increased during the quarter and nine months ended
September 30, 2000 due to the Partnership incurring expenses such as insurance,
repairs and maintenance and real estate taxes relating to the vacant Properties
in Minnetonka, Minnesota; Timonium, Maryland and San Antonio, Texas, as a result
of the tenant rejecting the leases, as described above in "Capital Resources,"
in October 1998 and June 2000. The Partnership will continue to incur such costs
until the Partnership finds a replacement tenant or purchaser for the
Properties.
During the quarter and nine months ended September 30, 2000, the
Partnership recorded a provision for loss on land and building of $280,372
relating to the Property in Timonium, Maryland. The provision for loss
represented the difference between the estimated net sales proceeds based on a
sales contract entered into with a third party, as described above in "Results
of Operations," and the net carrying value of the Property at September 30,
2000. No provision for loss was recorded during the quarter and nine month ended
September 30, 1999.
The lease termination refund to tenant of $84,873 for the nine months
ended September 30, 2000 is due to lease termination negotiations related to the
1999 sale of the Partnership's Property in Atlanta, Georgia, as described above.
The Partnership does not anticipate incurring any additional costs related to
the sale of this Property.
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 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.)
**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.)
**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 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)
