SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1996 Commission file number 0-10494
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(Exact name of registrant as specified in its charter)
Illinois 36-3102608
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 2,390,411 3,928,706
Rents and other receivables (net of allowance for
doubtful accounts of $1,351,622 and $1,524,496 at
March 31, 1996 and December 31, 1995, respectively) . . . . . . . . 780,006 1,126,899
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . 3,543,329 2,110,717
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 666,541 1,184,253
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 7,380,287 8,350,575
------------ -----------
Mortgage notes receivable (net of reserve for
uncollectibility of $527,774). . . . . . . . . . . . . . . . . . . . . 2,067,695 2,067,695
Investment properties, at cost:
Land and leasehold interests. . . . . . . . . . . . . . . . . . . . 17,654,091 17,654,091
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 183,733,078 191,845,064
------------ -----------
201,387,169 209,499,155
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 83,513,791 81,997,627
------------ -----------
Total investment properties, net
of accumulated depreciation . . . . . . . . . . . . . . . . . 117,873,378 127,501,528
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 602,570 547,381
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,944,923 4,147,934
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 2,766,346 2,910,837
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . . 13,403,768 8,905,564
------------ -----------
$148,038,967 154,431,514
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 28,274,605 28,216,001
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,432,806 1,559,456
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 679,028 675,234
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,064,738 2,270,877
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 891,258 1,511,605
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . 33,342,435 34,233,173
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 215,319 222,353
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 128,882,029 128,508,546
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,825 231,178
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 162,663,608 163,195,250
Deferred gain on sale of investment property. . . . . . . . . . . . . . 2,067,695 2,067,695
Venture partners' subordinated equity in ventures . . . . . . . . . . . 3,543,938 3,830,469
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (12,812,734) (12,478,272)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,116,446) (1,116,446)
------------ -----------
(13,928,180) (13,593,718)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 121,935,233 121,935,233
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (83,175,352) (77,935,440)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (45,067,975) (45,067,975)
------------ -----------
(6,308,094) (1,068,182)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . . (20,236,274) (14,661,900)
------------ -----------
$148,038,967 154,431,514
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,252,436 8,737,707
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,304 36,930
----------- ----------
8,298,740 8,774,637
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . 3,856,670 3,933,323
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,516,164 1,594,309
Property operating expenses . . . . . . . . . . . . . . . . . . . . . 4,397,737 4,081,413
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 95,670 85,100
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 262,171 246,969
General and administrative. . . . . . . . . . . . . . . . . . . . . . 84,625 71,818
Provision for value impairment. . . . . . . . . . . . . . . . . . . . 8,500,000 --
----------- ----------
18,713,037 10,012,932
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . (10,414,297) (1,238,295)
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . . 55,189 (50,854)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,784,734 554,190
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . $(5,574,374) (734,959)
=========== ==========
Net earnings (loss) per limited partnership interest. . . . . . $ (38.93) (5.13)
=========== ==========
Cash distributions per limited partnership interest . . . . . . $ -- --
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,574,374) (734,959)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,516,164 1,594,309
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 262,171 246,969
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 546,492 69,720
Partnership's share of operations of unconsolidated
venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,189) 50,854
Venture partner's share of venture's operations . . . . . . . . . . . . (4,784,734) (554,190)
Provision for value impairment. . . . . . . . . . . . . . . . . . . . . 8,500,000 --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 346,893 (234,107)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 517,712 27,799
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,432,612) 5,012
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 144,491 (121,592)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (126,650) (184,887)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,794 (158,624)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (206,139) 228,955
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (620,347) (612,686)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (7,034) (3,341)
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,353) --
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . (976,715) (380,768)
------------ -----------
Cash flows from investing activities:
Net sales (purchases) and maturities of short-term investments. . . . . . -- 944,164
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (388,015) (442,566)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (59,160) (35,753)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (447,175) 465,845
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (114,405) (101,556)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (114,405) (101,556)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . (1,538,295) (16,479)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 3,928,706 2,102,788
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 2,390,411 2,086,309
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 3,516,317 3,634,648
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1996 and for the three months ended March
31, 1996 and 1995 are as follows:
Unpaid at
March 31,
1996 1995 1996
------- ------ -------------
Property management
and leasing fees . . . . . . $57,461 82,870 --
Insurance commissions,
management fees to
corporate general
partner and reimburse-
ment (at cost) for
out-of-pocket
expenses . . . . . . . . . . 18,726 3,222 48,757
------- ------ ------
$76,187 86,092 48,757
======= ====== ======
RIVERFRONT OFFICE BUILDING
The restructured loan secured by the building and improvements
requires that net cash flow after debt service and capital be paid into an
escrow account controlled by the lender to be used for future operating
shortfalls, principal payments and costs associated with additional leasing
as approved by the lender. The agreement further prohibits the venture
owning the property from distributing excess cash flow after full funding
of the escrow accounts. Such excess funds are to be retained for operating
shortfalls, principal payments and costs associated with additional leasing
as approved by the lender prior to withdrawing escrow deposits.
Keystone Investors, occupying approximately 25% of Riverfront's net
rentable area, will vacate upon its scheduled lease expiration in September
1996.
In addition, as a condition of the loan restructure discussed above,
the ground lease was amended and provides for the deferral of any and all
ground lease payments from February 1993 until the earlier of any future
mortgage loan prepayment date (resulting from a sale or refinancing of the
property) or December 31, 2007. The ground lessor is a general partner of
the venture partner. At March 31, 1996, the total amount of ground lease
payments in arrears is approximately $570,000.
The Partnership recorded a provision for value impairment of
$8,500,000 as of January 1, 1996. Riverfront is not considered a source of
future liquidity to the Partnership.
767 THIRD AVENUE OFFICE BUILDING
Occupancy at the property is 96% at March 31, 1996. In 1996 and 1997,
expiration of tenant leases will be approximately 24% and 12%,
respectively. There is no assurance that the expiring tenants can be
retained. The Partnership is obligated to fund its share of the net cash
flow deficits resulting from costs associated with any leasing activity at
the property.
Vacancy rates in Midtown Manhattan (the sub-market for this property)
remain high and the increased competition for tenants has resulted in
reduced effective rental rates. The adverse market conditions and the
negative impact of effective rental rates are expected to continue over the
next few years.
MALL OF MEMPHIS
During the first quarter of 1996, an increase in vacancies of
approximately 5% of the gross leasable area of the mall is due to tenant
bankruptcies and liquidations. Expiration of tenant leases will be
approximately 13% and 12%, in 1996 and 1997, respectively. There is no
assurance that the tenants with expiring leases can be retained.
Pursuant to the terms of the note payable to the former venture
partner, the Partnership has guaranteed a $300,000 payment payable on June
1, 1996.
SCOTLAND YARD - PHASE I AND II AND EL DORADO VIEW APARTMENT COMPLEXES
The lender has the right to call the loans securing the properties (at
par) at any time after January 1, 1996. Although no such notification has
been received as of the date of this report and the Partnership has
received no such indication that such notification is imminent, the
Partnership may assign title to the properties to the lender in
satisfaction of the loans if the Partnership is unsuccessful in selling or
refinancing the properties prior to the lender exercising its rights to
call the loans. As a result, the Partnership would recognize a net gain
for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds. The Partnership entered into sales
contracts from an independent third party to purchase the properties.
However, these contracts have expired without consummation of the sale and
as of the date of this report, it is not anticipated that the purchaser
will continue efforts to purchase the apartment complexes. The Partnership
continues to market the apartment complexes for sale, there can be no
assurance that a satisfactory sales transaction will be completed in 1996.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1996 and for the three months ended March 31, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.
At March 31, 1996, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $2,390,000. Such funds have
been retained for working capital requirements including the Partnership's
portion of the anticipated net cash flow deficits and potential leasing
costs at the Mall of Memphis, 767 Third Avenue Office Building, National
City Center Office Building and Scotland Yard Phases I and II.
Based upon current market conditions, the Partnership may not commit
any significant additional amounts to any of the properties which are
incurring, or in the future do incur, operating deficits or deficits to
underlying mortgage holders.
Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining assets, without a
dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment. The General
Partners of the Partnership expect to be able to conduct an orderly
liquidation of the remaining investment portfolio as quickly as
practicable. Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999 (sooner if the properties are sold
in the nearer term), barring unforeseen economic developments.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at March 31, 1996 as
compared to December 31, 1995 is primarily due to the funding of operating
deficits at certain of the Partnership's investments.
The decrease in prepaid expenses and the increase in escrow deposits
at March 31, 1996 as compared to December 31, 1995 is due to the
amortization of prepaid real estate taxes and the establishment of a real
estate tax escrow account for 767 Third Avenue. The remaining increase in
escrow deposits is primarily due to fundings to the capital escrow accounts
at Riverfront pursuant to the terms of the mortgage loan.
The aggregate decrease in buildings and improvements and the increase
in venture partner's deficit in venture at March 31, 1996 as compared to
December 31, 1995 and the increase in venture partners' share of venture
operations for the three months ended March 31, 1996 as compared to the
three months ended March 31, 1995 is due to the provision for value
impairment for the Riverfront office building.
The decrease in accrued interest and accrued real estate taxes at
March 31, 1996 as compared to December 31, 1995 is due to the timing of
payments of contingent mortgage interest and real estate taxes at the Mall
of Memphis, El Dorado View and Scotland Yard I and II.
The decrease in rental income for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 is primarily due
to reduced occupancy in 1996 at the Mall of Memphis.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties.
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Scotland Yard Apartments
-Phase II
Houston, Texas . . . . . . 93% 90% 95% 98% 94%
2. Mall of Memphis
Memphis, Tennessee . . . . 82% 82% 82% 84% 76%
3. Riverfront Office
Building
Cambridge,
Massachusetts. . . . . . . 95% 95% 99% 99% 99%
4. Scotland Yard Apartments
-Phase I
Houston, Texas . . . . . . 93% 93% 93% 96% 94%
5. El Dorado View Apartments
Houston, Texas . . . . . . 94% 95% 90% 92% 92%
6. 767 Third Ave.
Office Building
New York, New York . . . . 92% 95% 95% 92% 96%
7. National City Center
Office Building
Cleveland, Ohio. . . . . . 97% 97% 97% 97% 97%
</TABLE>
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
Response:
(a) Exhibits:
3-A. The Prospectus of the Partnership dated May 8, 1981, as
supplemented on July 27, 1981, October 9, 1981, November 5, 1981, December
10, 1981, February 19, 1982 and April 23, 1982, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report on Form 10-K
for December 31, 1992 of the Securities Exchange Act of 1934 (File No. 0-
10494) filed on March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which agreement is hereby
incorporated by reference to Exhibit 3-B to the Partnership's Report on
Form 10-K for December 31, 1992 of the Securities Exchange Act of 1934
(File No. 0-10494) filed on March 19, 1993.
4-A. Long-term debt modification relating to the 767 Third
Avenue Office Building in New York, New York is hereby incorporated by
reference to Exhibit 4-A to the Partnership's Report on Form 10-K (File No.
0-10494) for December 31, 1994 dated on March 27, 1995.
4-B. Mortgage loan documents secured by the Mall of Memphis in
Memphis, Tennessee are hereby incorporated by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 2 to
Form S-11 (File No. 2-70724) dated May 8, 1981.
4-C. First through third mortgage loan documents secured by the
Riverfront Office Building in Cambridge, Massachusetts are hereby
incorporated by reference to the Partnership's Registration Statement on
Post-Effective Amendment No. 3 to Form S-11 (File No. 2-70724) dated May 8,
1981.
4-D. Fourth mortgage loan document secured by the Riverfront
Office Building in Cambridge, Massachusetts is hereby incorporated by
reference to Exhibit 4-D to the Partnership's Report on Form 10-K for
December 31, 1992 of the Securities Exchange Act of 1934 (File No. 0-10494)
filed on March 19, 1993.
4-E. Deed of trust note document dated March 31, 1993 secured by
the Mall of Memphis in Memphis, Tennessee is hereby incorporated by
reference to Exhibit 4-E to the Partnership's Report on Form 10-K for
December 31, 1994 dated on March 27, 1995.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the 767 Third Avenue Office Building in New
York, New York are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 to Form S-11 (File
No. 2-70724) dated May 8, 1981.
10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the Mall of Memphis in Memphis, Tennessee are
hereby incorporated by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-70724)
dated May 8, 1981.
10-C. Acquisition documents relating to the purchase by the
Partnership of an interest in the Riverfront Office Building in Cambridge,
Massachusetts are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No 2-70724) dated May 8, 1981.
10-D. Amended and Restated Promissory Note, dated April 30, 1994
between Carlyle/National City Associates and New York Life Insurance
Company relating to the National City Center Office Building is hereby
incorporated by reference to the Partnership's report for June 30, 1994 on
Form 10-Q (File No. 0-10494) dated August 12, 1994.
10-E. Acquisition documents relating to the purchase by the
Partnership of the venture partner's interest in the Mall of Memphis in
Memphis, Tennessee incorporated by reference to the Partnership's report
for September 30, 1995 on Form 10-Q (File No. 0-10494) dated November 9,
1995.
27. Financial Data Schedule
(b) No Reports on Form 8-K has been filed for the quarter covered
by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 10, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,390,411
<SECURITIES> 0
<RECEIVABLES> 4,989,876
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,380,287
<PP&E> 201,387,169
<DEPRECIATION> 83,513,791
<TOTAL-ASSETS> 148,038,967
<CURRENT-LIABILITIES> 33,342,435
<BONDS> 128,882,029
<COMMON> 0
0
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</TABLE>
