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
September 30, 1997 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 [ ]
<PAGE>
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. . . . . . . . . . . . . . 14
PART II OTHER INFORMATION
Item 3. Defaults upon Senior Securities. . . . . . . . . 17
Item 5. Other Information. . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 18
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 3,712,482 3,697,163
Rents and other receivables (net of allowance for
doubtful accounts of $1,712,383 and $1,495,915 at
September 30, 1997 and December 31, 1996, respectively) . . . . . 465,915 628,039
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . 4,228,341 3,678,237
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 769,570 1,167,702
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 9,176,308 9,171,141
------------ -----------
Mortgage notes receivable (net of reserve for
uncollectibility of $327,774). . . . . . . . . . . . . . . . . . . . 1,867,695 1,867,695
------------ -----------
Investment property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 4,845,861
Buildings and improvements. . . . . . . . . . . . . . . . . . . . -- 60,783,454
------------ -----------
-- 65,629,315
Less accumulated depreciation . . . . . . . . . . . . . . . . . . -- 23,002,534
------------ -----------
Total investment property, net
of accumulated depreciation . . . . . . . . . . . . . . . . -- 42,626,781
Properties held for sale or disposition . . . . . . . . . . . . . 96,547,851 66,102,154
------------ -----------
Total investment properties . . . . . . . . . . . . . . . . . 96,547,851 108,728,935
------------ -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . 1,041,865 628,276
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 3,686,193 3,802,233
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 1,536,044 2,965,832
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . 405,564 405,564
------------ -----------
$114,261,520 127,569,676
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 47,398,009 517,413
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 3,112,502 3,005,313
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 615,497 612,197
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 3,272,111 1,883,331
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 670,668 713,459
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 55,068,787 6,731,713
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 187,997 215,186
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 84,127,509 130,058,240
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . 176,069 200,749
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 139,560,362 137,205,888
------------ -----------
Deferred gain on sale of investment property. . . . . . . . . . . . . 1,867,695 1,867,695
------------ -----------
Venture partner's subordinated equity in venture. . . . . . . . . . . 2,646,909 2,600,108
------------ -----------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (13,524,164) (12,895,787)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,116,446) (1,116,446)
------------ -----------
(14,639,610) (14,011,233)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 121,935,233 121,935,233
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (92,041,094) (76,960,040)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (45,067,975) (45,067,975)
------------ -----------
(15,173,836) (92,782)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (29,813,446) (14,104,015)
------------ -----------
$114,261,520 127,569,676
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- ---------------------------
1997 1996 1997 1996
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 6,866,180 8,246,365 20,175,954 24,966,834
Interest income . . . . . . . . . . . . . . . 74,172 51,325 446,345 154,669
------------ ---------- ---------- -----------
6,940,352 8,297,690 20,622,299 25,121,503
------------ ---------- ---------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . 3,309,606 4,002,929 9,839,106 11,986,287
Depreciation. . . . . . . . . . . . . . . . . -- 1,547,869 1,009,322 4,703,851
Property operating expenses . . . . . . . . . 3,969,973 4,540,630 11,445,025 13,682,037
Professional services . . . . . . . . . . . . 3,936 86,365 176,385 233,283
Amortization of deferred expenses . . . . . . 256,614 196,195 749,897 814,315
General and administrative. . . . . . . . . . 89,295 98,524 335,783 322,525
Provision for value impairment. . . . . . . . -- -- 13,143,000 --
Provision for unrealizable venture
partner deficit . . . . . . . . . . . . . . -- -- -- 8,500,000
------------ ---------- ---------- -----------
7,629,424 10,472,512 36,698,518 40,242,298
------------ ---------- ---------- -----------
Operating earnings (loss) . . . . . . . (689,072) (2,174,822) (16,076,219) (15,120,795)
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . . 117,154 52,578 413,589 150,257
Venture partner's share of venture's
operations. . . . . . . . . . . . . . . . . . 13,923 262,478 (46,801) 1,157,431
------------ ---------- ----------- -----------
Net operating earnings (loss) . . . . . (557,995) (1,859,766) (15,709,431) (13,813,107)
Gain on sale of investment property . . . . . . -- 2,698,346 -- 2,898,346
------------ ---------- ----------- -----------
Net earnings (loss) . . . . . . . . . . $ (557,995) 838,580 (15,709,431) (10,914,761)
============ ========== =========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- ---------------------------
1997 1996 1997 1996
----------- ---------- ----------- -----------
Net earnings (loss) per limited
partnership interest:
Net operating earnings
(loss). . . . . . . . . . . . . . $ (3.90) (12.98) (109.74) (96.44)
Gain on sale of invest-
ment property . . . . . . . . . . -- 19.43 -- 20.87
----------- ---------- ---------- -----------
$ (3.90) 6.45 (109.74) (75.57)
=========== ========== ========== ===========
Cash distributions per limited
partnership interest. . . . . . . . . $ -- -- -- --
=========== ========== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $(15,709,431) (10,914,761)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,009,322 4,703,851
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 749,897 814,315
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 1,686,680 2,265,241
Partnership's share of operations of unconsolidated
venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (413,589) (150,257)
Venture partner's share of venture's operations . . . . . . . . . . . . 46,801 (1,157,431)
Provision for value impairment. . . . . . . . . . . . . . . . . . . . . 13,143,000 --
Provision for unrealizable venture partner deficit. . . . . . . . . . . -- 8,500,000
Gain on sale of investment property . . . . . . . . . . . . . . . . . . -- (2,898,346)
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 162,124 863,609
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . . (550,104) (2,839,151)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 398,132 992,183
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 878,282 437,142
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,468 213,844
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,300 (19,186)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,388,780 3,111
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (42,791) (388,802)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (27,189) (23,097)
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,680) (22,564)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 2,920,002 379,701
------------ -----------
Cash flows from investing activities:
Collection of notes receivable. . . . . . . . . . . . . . . . . . . . . . -- 200,000
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (1,385,716) (1,508,264)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (782,152) (233,370)
Cash proceeds from sale of investment property. . . . . . . . . . . . . . -- 700,715
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (2,167,868) (840,919)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1997 1996
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (736,815) (346,020)
Venture partners' contributions to venture. . . . . . . . . . . . . . . . -- 245,000
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (736,815) (101,020)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . 15,319 (562,238)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 3,697,163 3,928,706
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 3,712,482 3,366,468
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 6,763,646 10,769,007
============ ===========
Non-cash investing and financing activities:
Sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . $ -- 6,446,787
Principal balance and deferred accrued interest
due on mortgage payable . . . . . . . . . . . . . . . . . . . . . . -- (5,746,072)
------------ -----------
Cash proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . $ -- 700,715
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996, which
are included in the Partnership's 1996 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.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated. As of September 30, 1997, the Partnership and its
consolidated ventures have or have previously committed to plans to sell or
dispose of all their remaining investment properties. Accordingly, all
consolidated properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements as of the
respective date of such plan's adoption. The results of operations, net of
venture partner's share, for the nine months ended September 30, 1997 and
1996 for these properties and for properties sold or disposed of in the
past two years were ($15,732,261) and (13,420,987), respectively. In
addition, the accompanying consolidated financial statements include
$413,589 and $150,257, respectively, of the Partnership's share of total
property operations of $3,013,278 and $1,094,718 for its unconsolidated
property for the nine months ended September 30, 1997 and 1996,
respectively, which is held for sale or disposition.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
<PAGE>
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 September 30, 1997 and for the nine months ended
September 30, 1997 and 1996 were as follows:
Unpaid at
September 30,
1997 1996 1997
-------- ------- -------------
Property management
and leasing fees . . . . . . $204,085 140,173 --
Insurance commissions . . . . 24,915 27,639 --
Reimbursement (at cost)
for out-of-pocket salary
and salary-related expenses
related to the on-site
and other costs for the
Partnership and its
investment properties. . . . 38,187 63,621 23,020
-------- ------- ------
$267,187 231,433 23,020
======== ======= ======
The Corporate General Partner has deferred payment of partnership
management fees of $11,936. In addition, distributions to the General
Partners of the first quarter 1991 net cash flow of the Partnership
aggregating $7,161 have been deferred. The General Partners and their
affiliates have also deferred payment of the Partnership's share of
property management and leasing fees of approximately $171,000 for the
Partnership's unconsolidated venture, which is not included in the
consolidated financial statements. These amounts do not bear interest and
are expected to be paid in future periods.
RIVERFRONT OFFICE BUILDING
In 1996, Blue Cross Blue Shield, occupying approximately 88,000 square
feet, or approximately 26% of the leasable space of the building, notified
the venture that it would be vacating the premises upon its lease
expiration, originally set for March 1998. As a result, the venture
entered into a termination agreement with Blue Cross Blue Shield whereby
the tenant would vacate certain spaces by certain dates before its lease
expiration date for a set payment. Although the venture has incurred
substantial lease-up costs as a result of the Blue Cross Blue Shield lease
expiration, the venture has been able to fulfill the debt service
requirements of the restructured loan. Additionally, the Cambridge,
Massachusetts market, in which the property operates, has been improving.
As a result, the Partnership has recently been successful in attracting new
tenants to the property such that as of September 30, 1997, the property is
98% occupied. However, if future operating shortfalls are greater than
expected and funding of deficits becomes necessary, the Partnership would
make a decision to commit additional funds to this investment property
based on, among other things, the likelihood of the return of such
additional investments plus a reasonable profit thereon. The ability of
this investment property to provide liquidity to the Partnership is
dependent on the property's value and the satisfaction of certain
preference levels to the unaffiliated venture partner pursuant to the joint
venture agreement.
<PAGE>
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. In this regard, in July 1997, $441,409 of
escrowed funds was applied against the outstanding mortgage loan balance.
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 and utilized for operating shortfalls,
principal payments and costs associated with additional leasing as approved
by the lender prior to withdrawing escrow deposits.
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. However, if the property produces certain
levels of gross receipts (as defined by the restructured loan) for the
years 1998 through 2003, the restructured loan allows for partial payments
of ground rent to be reinstated beginning in 1998. The ground lessor is a
general partner of the venture partner. At September 30, 1997, the total
amount of deferred and accrued ground lease expense is approximately
$809,800.
As a result of the adoption of SFAS 121, the Partnership recorded a
provision for unrealizable venture partner deficit of $8,500,000 as a
result of the uncertainty of the Partnership recovering the deficit capital
account from future operations and ultimate sale of the property. Such
provision was recorded as of January 1, 1996 based upon an analysis of the
property's discounted estimated future cash flows over the projected
holding period and was recorded to reduce the venture partner's deficit
account to its then estimated recoverable amount. In addition, no
additional venture losses have been allocated to the venture partner as of
January 1, 1996.
767 THIRD AVENUE OFFICE BUILDING
In October 1997, the Partnership sold its interest in the property to
the venture partner.
At closing, the Partnership received net proceeds (before prorations
and closing costs) of $11,000,000 in cash for its 50% interest in the
property. In addition, the $2,500,000 unsecured promissory note payable to
the venture partner was extinguished. As a result of the sale, the
Partnership will recognize a gain of approximately $7,000,000 for financial
reporting purposes and approximately $19,000,000 for Federal income tax
purposes in 1997.
Indebtedness of approximately $38,000,000 related to the investment
has been classified as long-term debt and $2,500,000 has been classified as
a current liability in the accompanying consolidated financial statements
at September 30, 1997. The Partnership has no liability for any of the
amounts subsequent to the sale of its interest.
<PAGE>
MALL OF MEMPHIS
Occupancy at the property is 75% at September 30, 1997. The mall has
experienced a number of store closings, many prior to lease expiration,
primarily as a result of tenants filing for bankruptcy and liquidating. In
addition, the property has been subjected to increased competition for
shoppers and tenants from strip centers and large discount stores in its
market area. Although certain tenants continue to perform well, overall
tenant sales at the property have continued to decline. Due to poor sales
performances, many tenants are electing not to renew their leases or are
renewing at lower rates. Several other tenants whose leases are not due to
expire in the near term have approached the Partnership seeking rent
relief. The Partnership has granted rent relief to certain tenants that
could demonstrate that without a reduction in their rent, they would no
longer be able to remain in business at the mall. As a result of these
market and property conditions, the property's cash flow has been
decreasing and is expected to decline further in the future.
Due to the vacancies discussed above and other property operating
considerations, the Partnership did not make the required debt service
payments that were due commencing August 1, 1997 on its first, second and
third mortgage notes secured by the property. At September 30, 1997, these
notes had an aggregate principal balance of $39,898,009 and accrued but
unpaid interest of approximately $1,033,000. As a result, the Partnership
is in default and these mortgage notes have been classified as current in
the accompanying consolidated financial statements. The Partnership has
initiated discussions with the lender regarding a loan modification. In
connection with these discussions, the Partnership made and the lender
accepted a cash flow debt service payment in October 1997 of $509,958. If
the lender is unwilling to grant an acceptable loan modification for future
operating deficits, the Partnership would likely decide not to commit
additional amounts to the property. Any decision to commit additional
funds to this investment property for any purpose will be based on, among
other things, the likelihood of the return of such additional investment
plus a reasonable profit thereon. Failure to commit such funds or
restructure the mortgage loans would likely cause the lender to proceed to
realize on its security in the property. This would result in the
Partnership no longer having an ownership interest in the property and
would result in a gain for Federal income tax purposes with no
corresponding distributable proceeds.
Pursuant to the terms of a note payable to the former venture partner,
the Partnership guaranteed a portion of the debt service payments payable
on June 1, 1997 in the amount of $300,000. As of the date of this report,
the Partnership has not made the debt service payment. As a result, the
Partnership is in default and the $5,000,000 note payable has been
classified as current in the accompanying consolidated financial
statements. Due to provisions of the associated underlying agreements, the
former venture partner may generally only realize upon its security (its
former partnership interest in the joint venture) in the event of default
by the Partnership. However if the June 1997 guaranteed payment is not
paid, it is possible that the former venture partner may attempt to
exercise its remedies against the Partnership's other assets respecting the
guaranteed amounts.
The current and anticipated market conditions outlined above caused
uncertainty regarding the Partnership's ability to recover the net carrying
value of the Mall of Memphis investment property through future operations
and sale. Therefore, as of June 30, 1997, the Partnership recorded, as a
matter of prudent accounting practice, a provision for value impairment of
such investment of $13,143,000. Such provision was recorded to reflect the
then estimated fair value of the property, less costs to sell. There can be
no assurance that the estimated fair value of the property would ultimately
be realized by the Partnership in any future sale or disposition
transaction.
<PAGE>
NATIONAL CITY CENTER
Occupancy at the property is 90% at September 30, 1997. The venture
is currently seeking replacement tenants for the vacant space in the
building. However, there can be no assurance that any replacement tenants
will be obtained.
In the first quarter of 1997, the venture successfully appealed its
1995 and 1994 real estate taxes and received a refund of approximately
$270,000. Additionally, the venture was informed that it had successfully
appealed its 1996 real estate taxes (payable in 1997). This will result in
a decrease in real estate taxes of approximately $165,000. However,
portions of such refunds will cause the issuance of rent credits to the
tenants as the tenants are generally responsible for their allocable
portion of the real estate taxes pursuant to their lease agreements.
The venture has been marketing the property for sale and has reached
an agreement in principle to sell the property to an unaffiliated third
party. Such sale is expected to close by the end of 1997. However, the
sale is subject to various contingencies including final documentation, and
therefore, there can be no assurance that a sale transaction will be
completed in the near term with this or any other purchaser. If the sale
is completed on the proposed terms, the venture will recognize in 1997 a
gain for financial reporting and Federal income tax purposes, approximately
13.7% of which will be allocated to the Partnership.
YERBA BUENA OFFICE BUILDING
In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners). In return for a transition of title and
management of the property, the joint venture negotiated the right to share
in future sale or refinancing proceeds, if any, above certain specified
levels. In addition, the joint venture had a right of first opportunity to
purchase the property during the time frame of June 1995 through May 1998
should the lender wish to market the property for sale. The lender sold
the property to an unaffiliated third party during 1996 without having
given the joint venture its right of first opportunity. The joint venture
has filed a suit against the lender for breach of its obligations. There
are no assurances that the joint venture will recover any amounts as a
result of this action.
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 September 30,
1997 and for the three and nine months ended September 30, 1997 and 1996.
<PAGE>
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.
During 1996 and 1997 some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at amounts ranging
from $25 to $53 per Interest. The Partnership recommended against
acceptance of these offers on the basis that, among other things, the offer
prices were inadequate. As of the date of this report, all of such offers
have expired. The Partnership is aware that 2.47% of the Interests have
been purchased as of the date of this report by such unaffiliated third
parties either pursuant to such tender offers or through negotiated
purchases. It is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn. The board of directors of JMB Realty Corporation
("JMB") the corporate general partner of the Partnership, has established a
special committee (the "Special Committee") consisting of certain directors
of JMB to deal with all matters relating to tender offers for Interests in
the Partnership, including any and all responses to such tender offers.
The Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
At September 30, 1997, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $3,712,000. Such funds are
available for working capital requirements including the Partnership's
portion of the anticipated net cash flow deficits at the Mall of Memphis
and its share of potential leasing costs at the Mall of Memphis and
National City Center Office Building. 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.
As more fully discussed in the notes to consolidated financial
statements, the Partnership sold its interest in the 767 Third Avenue
Office Building to the venture partner resulting in net sale proceeds to
the Partnership of $11,000,000, before prorations and closing costs.
Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining assets (including
proceeds from the sale of the Partnership's interest in the 767 Third
Avenue Office Building), the Limited Partners are expected to receive less
than half of their original investment from all sources. 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 rents and other receivables at September 30, 1997 as
compared to December 31, 1996 is primarily due to the timing of receipts of
rental income at Mall of Memphis.
The increase in escrow deposits and restricted funds at September 30,
1997 as compared to December 31, 1996 is primarily due to the timing of
payment of real estate taxes at the 767 Third Avenue Office Building and
the Riverfront Office Building.
<PAGE>
The decrease in prepaid expenses at September 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payment of real estate
taxes at the 767 Third Avenue Office Building.
The decrease in investment property, deferred expenses and accrued
rents receivable at September 30, 1997 as compared to December 31, 1996 and
the $13,143,000 provision for value impairment for the nine months ended
September 30, 1997 is due to the Partnership's recording, as of June 30,
1997, a provision for value impairment of the Mall of Memphis investment
property. The decrease in accrued rents receivable at September 30, 1997
as compared to December 31, 1996 is also due to rent relief granted to
certain tenants at the Mall of Memphis investment property.
The increase in investment in unconsolidated venture, at equity, at
September 30, 1997 as compared to December 31, 1996 and related increase in
Partnership's share of operations of unconsolidated venture for the three
and nine months ended September 30, 1997 as compared to the three and nine
months ended September 30, 1996 is primarily due to a decrease in
depreciation as a result of the classification of the National City Center
Office Building as an asset held for sale as of December 31, 1996, and
therefore, not subject to continued depreciation.
The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at September
30, 1997 as compared to December 31, 1996 is primarily due to the
classification of: 1) the first, second and third mortgage notes secured
by Mall of Memphis; 2) the promissory note payable to the Partnership's
former venture partner in Mall of Memphis; and 3) the unsecured promissory
note payable to venture partner related to 767 Third Avenue; as current in
the accompanying consolidated financial statements.
The increase in accrued interest at September 30, 1997 as compared to
December 31, 1996 is primarily due to the non-payment of the August and
September 1997 debt service payments on the first, second and third
mortgage notes secured by the Mall of Memphis (as discussed in the Notes).
Additionally, the increase is due to the interest accrued on the unsecured
promissory note payable to the Partnership's venture partner in the 767
Third Avenue venture.
The decreases in rental income, mortgage and other interest and
property operating expenses for the three and nine months ended September
30, 1997 as compared to the three and nine months ended September 30, 1996
is primarily due to the sales of Scotland Yard I & II Apartments and El
Dorado View Apartments on November 1, 1996 and July 23, 1996, respectively.
The increase in interest income for the nine months ended September
30, 1997 as compared to the nine months ended September 30, 1996 is
primarily due to the receipt at 767 Third Avenue of interest earned in
connection with amounts received in June 1997 which had previously been
deemed uncollectible by the Partnership.
The decrease in depreciation expense for the three and nine months
ended September 30, 1997 as compared to the three and nine months ended
September 30, 1996 is primarily due to the 767 Third Avenue Office Building
and Riverfront Office Building being classified as of December 31, 1996 as
held for sale or disposition, and the Mall of Memphis being classified as
of July 1, 1997 as held for sale or disposition which caused such
properties to no longer be subject to continued depreciation as of the
respective dates of such classification. In addition, the sales of El
Dorado View (sold July 23, 1996) and Scotland Yard I and II (sold November
1, 1996) apartments contributed to the decrease during the six month
periods under comparison.
The decrease in professional services for the three and nine months
ended September 30, 1997 as compared to September 30, 1996 is primarily due
to fees incurred in 1996 associated with evaluating and responding to any
potential tender offers for Partnership Interests as discussed above.
<PAGE>
The $8,500,000 provision for unrealizable venture partner deficit
recorded for the nine months ended September 30, 1996 is the result of the
uncertainty of the Partnership recovering the deficit capital account from
further operations and ultimate sale of the Riverfront Office Building.
The decrease in venture partner's share of venture operations for the
three and nine months ended September 30, 1997 as compared to the three and
nine months ended September 30, 1996 is due to the increase in the results
of operations of the 767 Third Avenue Office Building primarily as a result
of the property being classified as held for sale, and therefore not
subject to depreciation, as discussed above.
The gain on sale of investment properties for the three and nine
months ended September 30, 1996 is due to the sale of El Dorado View
apartments on July 23, 1996. The nine months ended September 30, 1996 also
includes the receipt on April 4, 1996 of a portion of the past due amounts
on the notes receivable related to the 1986 sale of Pavillion Towers.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to the Notes to Consolidated Financial Statements filed with this report for discussions of
defaults under the note payable secured by the Partnership's former venture partner's interest in the Mall of
Memphis and the mortgage notes secured by the Mall of Memphis investment property, which discussions are hereby
incorporated herein by reference.
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1997.
<CAPTION>
1996 1995
------------------------------------- ------------------------------
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. Mall of Memphis
Memphis, Tennessee . . . . 78% 74% 76% 75% 73% 73% 75%
2. Riverfront Office
Building
Cambridge,
Massachusetts. . . . . . . 99% 99% 80% 85% 90% 90% 98%
3. 767 Third Ave.
Office Building
New York, New York (*) . . 96% 97% 95% 96% 95% 96% 99%
4. National City Center
Office Building
Cleveland, Ohio. . . . . . 97% 97% 95% 95% 89% 89% 90%
<FN>
(*) The Partnership's interest in this property was sold in October 1997 as more fully described in the
Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
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 for December
31, 1992 on Form 10-K (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 for
December 31, 1992 on Form 10-K (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 for December 31, 1994
on Form 10-K (File No. 0-10494) 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 for December 31, 1992
on Form 10-K (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 for December 31, 1994
on Form 10-K (File No. 0-10494) dated March 27, 1995.
4-F. Loan repayment agreement related to the first through
fourth mortgage loan documents secured by the Riverfront Office Building in
Cambridge Massachusetts is incorporated by reference to Exhibit 4-F to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-10494)
dated March 21, 1997.
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.
<PAGE>
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 on Form 10-Q (File
No. 0-10494) for June 30, 1994 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 on
Form 10-Q (File No. 0-10494) for September 30, 1995 dated November 9, 1995.
10-F. Agreement of Sale between Carlyle Real Estate Limited
Partnership - XI and John Street Fee, LLC dated July 31, 1997 relating to
the sale of the Partnership's interest in the 767 Third Avenue Office
Building is hereby incorporated herein by reference to the Partnership's
report on Form 8-K (File No. 0-10494) dated November 12, 1997.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
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: November 12, 1997
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: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,712,482
<SECURITIES> 0
<RECEIVABLES> 5,463,826
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,176,308
<PP&E> 96,547,851
<DEPRECIATION> 0
<TOTAL-ASSETS> 114,261,520
<CURRENT-LIABILITIES> 55,068,787
<BONDS> 84,127,509
<COMMON> 0
0
0
<OTHER-SE> (29,813,446)
<TOTAL-LIABILITY-AND-EQUITY>114,261,520
<SALES> 20,175,954
<TOTAL-REVENUES> 20,622,299
<CGS> 0
<TOTAL-COSTS> 13,204,244
<OTHER-EXPENSES> 512,168
<LOSS-PROVISION> 13,143,000
<INTEREST-EXPENSE> 9,839,106
<INCOME-PRETAX> (16,076,219)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,709,431)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,709,431)
<EPS-PRIMARY> (109.74)
<EPS-DILUTED> (109.74)
</TABLE>
