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, 1999 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. . . . . . . . . . . . . . 13
PART II OTHER INFORMATION
Item 3. Defaults upon Senior Securities. . . . . . . . . 15
Item 5. Other Information. . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 17
<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, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 5,668,084 3,240,125
Rents and other receivables (net of allowance for doubtful
accounts of $0 and $490,823 at September 30, 1999
and December 31, 1998, respectively). . . . . . . . . . . . . . . 23,969 243,207
Escrow deposits and restricted
funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,435 5,712,511
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 154,240
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 5,741,488 9,350,083
------------ -----------
Properties held for sale or disposition . . . . . . . . . . . . . -- 53,497,132
------------ -----------
Total investment properties . . . . . . . . . . . . . . . . . -- 53,497,132
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,833,006
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 136,191
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . -- 1,266,193
------------ -----------
$ 5,741,488 66,082,605
============ ===========
<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,
1999 1998
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ -- 39,676,002
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 163,420 1,785,119
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 128,484
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,572,226
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . -- 488,681
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 163,420 45,650,512
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . -- 120,990
Long-term debt, less current portion. . . . . . . . . . . . . . . . . -- 53,830,304
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 131,061
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 163,420 99,732,867
------------ -----------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (13,000,607) (13,433,349)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,123,608) (1,123,608)
------------ -----------
(14,123,215) (14,555,957)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 121,935,233 121,935,233
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (35,179,325) (81,532,463)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (67,054,625) (59,497,075)
------------ -----------
19,701,283 (19,094,305)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 5,578,068 (33,650,262)
------------ -----------
$ 5,741,488 66,082,605
============ ===========
<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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ -- 4,495,417 6,834,631 13,679,335
Interest income . . . . . . . . . . . . . . . 129,599 72,431 319,292 339,680
----------- ---------- ---------- ----------
129,599 4,567,848 7,153,923 14,019,015
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . -- 2,277,345 3,808,686 6,832,515
Property operating expenses . . . . . . . . . 35,429 2,081,717 3,758,523 6,812,438
Professional services . . . . . . . . . . . . 232,259 27,571 403,938 270,355
Amortization of deferred expenses . . . . . . -- 123,197 181,443 363,601
General and administrative. . . . . . . . . . 61,888 69,778 276,568 296,660
----------- ---------- ---------- ----------
329,576 4,579,608 8,429,158 14,575,569
----------- ---------- ---------- ----------
(199,977) (11,760) (1,275,235) (556,554)
Partnership's share of operations
of unconsolidated venture . . . . . . . . . . -- (663) -- 37,543
Venture partner's share of ventures'
operations. . . . . . . . . . . . . . . . . . -- 27,327 104,674 204,233
----------- ---------- ---------- ----------
Earnings (loss) before gains on
sale or disposition of
investment property . . . . . . . . . (199,977) 14,904 (1,170,561) (314,778)
Gains (loss) on sale or disposition of
investment property or interest in
investment property . . . . . . . . . . . . . (245,709) -- 42,478,834 --
----------- ---------- ---------- ----------
Earnings (loss) before extra-
ordinary items. . . . . . . . . . . . (445,686) 14,904 41,308,273 (314,778)
Extraordinary items . . . . . . . . . . . . . . -- -- 5,477,607 --
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ (445,686) 14,904 46,785,880 (314,778)
=========== ========== ========== ==========
<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
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
Net earnings (loss) per limited partnership
Interest:
Earnings (loss) before gains on
sale or disposition of investment
property or interest in investment
property. . . . . . . . . . . . . . . . . . $ (1.40) .10 (8.18) (2.20)
Gain (loss) on sale or disposition of
investment property or interest in
investment property . . . . . . . . . . . . (1.77) -- 306.05 --
Extraordinary items . . . . . . . . . . . . . -- -- 39.46 --
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ (3.17) .10 337.33 (2.20)
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ 55.00 -- 55.00 105.00
=========== ========== ========== ==========
<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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $46,785,880 (314,778)
Items not requiring (providing) cash
or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 181,443 363,601
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 1,008,260 1,568,116
Partnership's share of operations of unconsolidated venture . . . . . . -- (37,543)
Venture partner's share of venture's operations . . . . . . . . . . . . (104,674) (204,233)
Gain on sale or disposition of investment property or
interest in investment property . . . . . . . . . . . . . . . . . . . (42,478,834) --
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . (5,477,607) --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 32,489 350,416
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . . 2,334,423 (2,163,688)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,230) (57,449)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . -- 69,829
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 382,498 (540)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,180 (82,100)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,211,917) 2,127,237
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (106,931) (78,228)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (9,624) (48,598)
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . (131,061) (26,996)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 1,114,295 1,465,046
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (372,701) (1,043,459)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (28,585) (466,273)
Proceeds from sale of investment property or interest in
investment property . . . . . . . . . . . . . . . . . . . . . . . . . . 9,272,500 3,980,394
------------ -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . . . . . . . . . . . . 8,871,214 2,470,662
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1999 1998
------------ -----------
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (7,557,550) (14,429,100)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (7,162)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (7,557,550) (14,436,262)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 2,427,959 (10,500,554)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 3,240,125 13,840,535
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 5,668,084 3,339,981
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 4,012,343 3,137,162
============ ===========
Non-cash investing and financing activities:
Activity due to disposition of investment property:
Reduction of property held for sale or disposition. . . . . . . . . . $(29,769,839) --
Reduction of long-term debt . . . . . . . . . . . . . . . . . . . . . 44,676,002 --
Reduction of accrued interest payable . . . . . . . . . . . . . . . . 2,081,907 --
Reduction of net (assets) liabilities . . . . . . . . . . . . . . . . (269,840) --
------------ -----------
Total gain on disposition of investment property
(including extraordinary items) . . . . . . . . . . . . . . . . $ 16,718,230 --
============ ===========
Sale of interest in investment property:
Gain on sale of interest in investment property . . . . . . . . . . . $ 31,238,211 --
Basis in investment property. . . . . . . . . . . . . . . . . . . . . (21,965,711) --
------------ -----------
Cash proceeds from sale of interest in
investment property . . . . . . . . . . . . . . . . . . . . . . $ 9,272,500 --
============ ===========
Net assets and venture partner's deficit in venture
written off upon sale of interest in investment
property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,370,867 --
============ ===========
<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, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1998, which
are included in the Partnership's 1998 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 and disclosure of
contingent 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. The Partnership and its consolidated ventures had
previously committed to plans to sell or dispose of all their remaining
investment properties. Accordingly, all consolidated properties had 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, 1999 and 1998 for these properties were
($568,311) and $253,499, respectively. In addition, the accompanying
consolidated financial statements include $37,543 of the Partnership's
share of total property operations of $273,527 for its unconsolidated
property for the nine months ended September 30, 1998 which was sold in
December 1997.
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, 1999 and for the nine months ended
September 30, 1999 and 1998 were as follows:
<PAGE>
Unpaid at
September 30,
1999 1998 1999
-------- ------- -------------
Property management
and leasing fees . . . . . . $ 71,412 170,350 --
Insurance commissions . . . . 2,074 32,674 --
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. . . . 53,513 49,415 11,549
-------- ------- ------
$126,999 252,439 11,549
======== ======= ======
The Corporate General Partner had 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 $7,162 had been deferred. The General Partners and their
affiliates had also deferred payment of the Partnership's share of property
management and leasing fees of approximately $171,000 for the Partnership's
unconsolidated venture. These amounts, which did not bear interest, were
paid during the quarter ended March 31, 1998.
RIVERFRONT OFFICE BUILDING
On June 10, 1999, the Partnership, through the Riverfront Office Park
joint venture, transferred its interest in the Riverfront Office Building
and the ground lease of the underlying land. For its interest in the
property, the Partnership received a payment of $9,300,000 (before costs of
sale) and release of its liability for the mortgage debt secured by the
property, which had an outstanding balance of approximately $49,800,000 (of
which the Partnership's share is approximately $24,900,000) at closing. In
addition, for its interest in the property, the unaffiliated venture
partner in the venture (or the partners in such unaffiliated venture
partner) received a payment of approximately $455,000 and an approximate
9.6% interest in the newly formed joint venture. The joint venture is not
affiliated with the Partnership or its General Partners, and the amount
paid for the Partnership's interest in the property was determined by
arm's-length negotiations.
The joint venture had been marketing the property for sale and, in
this regard, the Partnership and the unaffiliated venture partner reached
an agreement to contribute their respective interests in the property
(including their interests as lessees under the ground lease) to a newly
formed joint venture, whose affiliate held the mortgage loan secured by the
property. The property was classified as held for sale or disposition as
of December 31, 1996 and therefore has not been subject to continued
depreciation from such date for financial reporting purposes. As a result
of this transaction, the Partnership expects to recognize a gain of
approximately $31,200,000 for financial reporting purposes and
approximately $24,000,000 for Federal income tax purposes in 1999. In
addition, in connection with the transfer of the Partnership's interest and
as is customary in such transactions, the venture agreed to certain
representations and warranties with a stipulated survival period which
expires June 10, 2000. Although it is not expected, the Partnership may
ultimately have some liability under such representations and warranties
which cannot exceed the cash payment received by the Partnership for its
interest in the property.
<PAGE>
MALL OF MEMPHIS
As discussed more fully below, in May 1999, the Partnership
transferred title to the land, building and improvements, and other assets
and liabilities related to the property in consideration of a discharge of
the mortgage loan.
Occupancy at the property was 67% at the date of the transfer. The
mall had 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 had been subjected to increased
competition for shoppers and tenants from strip centers and large discount
stores in its market area. Although certain tenants continued to perform
well, overall tenant sales at the property continued to decline. Due to
poor sales performances, many tenants were electing not to renew their
leases or were renewing at lower rates. Several other tenants whose leases
were not due to expire in the near term had approached the Partnership
seeking rent relief. The Partnership had 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 had been
decreasing and was expected to decline further in the future.
The Partnership initiated discussions with the underlying lender
regarding a loan modification and, in connection with these discussions,
advanced approximately $604,000 to cover the property's required debt
service payments through December 31, 1997. However, the lender was
unwilling to grant an acceptable loan modification to cover future
operating deficits. The Partnership therefore decided not to commit any
additional amounts to the property and, effective January 1, 1998,
suspended the payment of required debt service on its first, second and
third mortgage notes secured by the property. The lender agreed to allow
the Partnership to recoup its 1997 advance from 1998 operating cash flow.
During 1998, the Partnership recouped its 1997 advance and began remitting
cash flow payments to the lender. The Partnership entered into
negotiations with the lender and an unaffiliated third party regarding the
sale of the property to the unaffiliated third party. In May 1999, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan, resulting in the Partnership no longer
having an ownership interest in the property. The Partnership has no
future liability for any representations, warranties or covenants to the
purchaser as a result of the disposal of this property. The Partnership
was released from its environmental indemnity agreement as a result of this
transaction, and was, therefore, able to withdraw approximately $1,000,000
from an escrow account primarily established to secure a portion of its
potential obligation under the environmental indemnity. As a result, the
Partnership will recognize a gain on disposition of approximately
$11,300,000 and an extraordinary loss due to the write off of the deferred
mortgage fees of approximately $500,000 for financial reporting purposes.
The Partnership expects to recognize a gain of approximately $11,600,000
for Federal income tax purposes with no corresponding distributable
proceeds in 1999.
Pursuant to the terms of a note payable by the Partnership to the
former venture partner, the Partnership guaranteed a portion of the debt
service payment payable on June 1, 1996 and June 1, 1997 each in the amount
of $300,000 on a recourse basis. The Partnership made the June 1, 1996 and
June 1, 1997 guaranteed debt service payments in December 1997 and December
1998, respectively. The remaining note payable was secured only by the
venture partner's former partnership interest in the joint venture and was
non-recourse to the Partnership. As a result of the Partnership
transferring title to the property owned by the joint venture in May 1999,
as discussed above, the Partnership is not obligated to pay the outstanding
principal and interest and will recognize an extraordinary gain of
approximately $5,980,000 for financial reporting purposes and a gain of
approximately $5,980,000 for Federal income tax purposes with no
corresponding distributable proceeds in 1999.
<PAGE>
YERBA BUENA OFFICE BUILDING
Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992. In return for a smooth
transition of title and management of the property (relative to which the
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale.
The lender sold the property in 1996. The sale price did not generate a
level of distributable proceeds where the joint venture would have been
entitled to a share. However, the joint venture was not given an
opportunity to purchase the property on the same terms for which it was
sold. As previously reported, such joint venture filed a lawsuit against
the lender for breach of its obligations. In June 1998, the court granted
the lender's motion for summary judgment and dismissed the lawsuit. The
joint venture has appealed such dismissal. There is no assurance that the
litigation will ultimately be successful or that the Partnership will
ultimately realize any amounts (or avoid any payments) with respect
thereto. During the second quarter of 1999, the joint venture reached an
agreement in principle with the lender to settle the lawsuit. If such
agreement in principle is finalized, the Partnership will not be liable for
the former lender's legal fees. There can be no assurance that this
settlement will be consummated on these or any other terms. In addition,
the former lender has filed a claim and received an order against the joint
venture for legal fees expended in the litigation. The joint venture and
the former lender agreed to cap the fee award and the joint venture then
posted a bond on that amount. If the joint venture's appeal is successful,
it will have no obligation for the former lender's legal fees. In December
1998, one of the affiliated venture partners, to resolve its claims and
liabilities, paid an agreed upon amount to the joint venture in respect of
its estimated liabilities related to the litigation and withdrew from the
venture. If the joint venture is unable to consummate the settlement in
such lawsuit, the Partnership may, among other things, elect to contribute
its share of the outstanding judgment for the lender's legal fees and
withdraw from the joint venture.
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,
1999 and for the three and nine months ended September 30, 1999 and 1998.
<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.
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.
In January 1998, an unaffiliated third party made an unsolicited
tender offer to some of the Holders of Interests. This offer sought to
purchase up to 4.5% of the Interests in the Partnership at $110 per
Interest. The Special Committee recommended against acceptance of the
offer on the basis that, among other things, the offer price was
inadequate. This offer expired in February 1998.
The Partnership is also aware that, between November 1998 and May
1999, unaffiliated third parties made unsolicited tender offers to some of
the Holders of Interests. These offers sought to purchase between 2.2% and
4.7% of the Interests in the Partnership at between $20 and $40 per
Interest. The Special Committee recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. These offers have expired.
As of the date of this report, the Partnership is aware that 5.03% of
the Interests have been purchased by 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.
At September 30, 1999, the Partnership had cash and cash equivalents
of approximately $5,668,000. Such funds are available for potential
liabilities, if any, related to the representations and warranties made
upon the sale of the Partnership's interest in Riverfront Office Building,
working capital requirements and distribution to the Partners.
Based upon current market conditions, the Partnership had decided not
to commit any additional amounts to the Mall of Memphis which had been
incurring net operating deficits. The Partnership entered into
negotiations with the lender and an unaffiliated third party regarding the
sale of the property to the unaffiliated third party. In May 1999, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan, which resulted in the Partnership no longer
having an ownership interest in such property. The Partnership has no
future liability for any representations, warranties or covenants to the
purchaser as a result of the disposal of this property. The Partnership
was released from its environmental indemnity agreement as a result of this
transaction, and was, therefore, able to withdraw approximately $1,000,000
from an escrow account primarily established to secure a portion of its
potential obligation under the environmental indemnity. Consequently, the
Partnership will recognize a gain on disposition of approximately
$11,300,000 and an extraordinary loss of approximately $500,000 for
financial reporting purposes. The Partnership expects to recognize a gain
of approximately $11,600,000 for Federal income tax purposes with no
corresponding distributable proceeds in 1999.
<PAGE>
Pursuant to the terms of a note payable by the Partnership to the
former venture partner, the Partnership guaranteed a portion of the debt
service payment payable on June 1, 1996 and June 1, 1997 each in the amount
of $300,000 on a recourse basis. The Partnership made the June 1, 1996 and
June 1, 1997 guaranteed debt service payments in December 1997 and December
1998, respectively. The remaining note payable was secured only by the
venture partner's former partnership interest in the joint venture and was
non-recourse to the Partnership. As a result of the Partnership
transferring title to the property owned by the joint venture in May 1999,
as discussed above, the Partnership is not obligated to pay the outstanding
principal and interest and will recognize an extraordinary gain of
approximately $5,980,000 for financial reporting purposes and a gain of
approximately $5,980,000 for Federal income tax purposes with no
corresponding distributable proceeds in 1999.
On June 10, 1999, the Partnership, through the Riverfront Office Park
joint venture, transferred its interest in the Riverfront Office Building
and the ground lease of the underlying land. For its interest in the
property, the Partnership received a payment of $9,300,000 (before costs of
sale) and release of its liability for the mortgage debt secured by the
property, which had an outstanding balance of approximately $49,800,000 (of
which the Partnership's share is approximately $24,900,000) at closing. In
addition, for its interest in the property, the unaffiliated venture
partner in the venture (or the partners in such unaffiliated venture
partner) received a payment of approximately $455,000 and an approximate
9.6% interest in a newly formed joint venture. The joint venture is not
affiliated with the Partnership or its General Partners, and the amount
paid for the Partnership's interest in the Property was determined by
arm's-length negotiations.
The joint venture had been marketing the property for sale and, in
this regard, the Partnership and the unaffiliated venture partner reached
an agreement to contribute their respective interests in the property
(including their interests as lessees under the ground lease) to a newly
formed joint venture, whose affiliate held the mortgage loan secured by the
property. The property was classified as held for sale or disposition as
of December 31, 1996 and therefore has not been subject to continued
depreciation from such date for financial reporting purposes. As a result
of this transaction, the Partnership expects to recognize a gain of
approximately $31,200,000 for financial reporting purposes and
approximately $24,000,000 for Federal income tax purposes in 1999. In
addition, in connection with the transfer of the Partnership's interest and
as is customary in such transactions, the venture agreed to certain
representations and warranties with a stipulated survival period which
expires June 10, 2000. Although it is not expected, the Partnership may
ultimately have some liability under such representations and warranties
which cannot exceed the cash payment received by the Partnership for its
interest in the property.
Although the Partnership distributed, in August 1999, proceeds from
the sale of its interest in the Riverfront Office Building of $7,557,550
($55 per Interest) to the Limited Partners, the Limited Partners are
expected to receive significantly less than their full original investment
from all sources. In connection with the sale of the Riverfront Office
Building, as is customary in similar transactions, the Partnership agreed
to certain representations and warranties with a stipulated survival period
which expires in June 2000. Due to these representations and warranties,
the Partnership had considered establishing a liquidating trust by December
31, 1999, which was expected to save administrative and other expenses.
However, the formation of a liquidating trust was subject to the
satisfaction of certain contingencies prior to year end, including certain
regulatory review and the ability of the Partnership to finalize the Yerba
Buena litigation and to resolve a pending real estate tax appeal relating
to the Mall of Memphis, which now appear unlikely to be achieved by
December 31, 1999. Consequently, the Partnership does not anticipate
forming the liquidating trust. The Partnership currently expects to wind
up its affairs during the year 2000. However, this will depend upon the
Partnership's ability to resolve the pending litigation and the real estate
tax appeal discussed above.
<PAGE>
RESULTS OF OPERATIONS
Significant fluctuations between periods in the accompanying
consolidated financial statements are primarily the result of the
disposition of the Mall of Memphis in May 1999 and the sale of the
Partnership's interest in the Riverfront Office Building in June 1999.
Reference is made to the Notes in the accompanying consolidated financial
statements for discussions of the sale and disposition.
The increase in cash and cash equivalents at September 30, 1999 as
compared to December 31, 1998 is primarily due to the sale proceeds
received (approximately $9,300,000) from the sale of the Partnership's
interest in the Riverfront Office building in June 1999 offset by the
$7,557,550 ($55 per Interest) distribution to the Limited Partners of a
portion of those proceeds in August 1999.
YEAR 2000
The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.
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 mortgage notes
secured by the Mall of Memphis investment property, which discussions are
hereby incorporated herein by reference.
<PAGE>
<TABLE>
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1999.
<CAPTION>
1998 1999
------------------------------------- ------------------------------
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 (A) . . 86% 86% 79% 75% 67% N/A N/A
2. Riverfront Office Building
Cambridge, Massachusetts . 96% 100% 97% 98% 100% N/A N/A
<FN>
(A) Occupancy levels include temporary tenants.
An "N/A" indicates that the property was sold and was not owned by the Partnership or its joint venture at
the end of the period.
</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.
10-A. Agreement for Deed in Lieu of Foreclosure and Exhibits
thereto, by and between Mall of Memphis Associates and the American Mall of
Memphis, LLC dated May 14, 1999 are hereby incorporated herein by reference
to the Partnership's report for May 14, 1999, on Form 8-K (File No. 0-
10494) dated June 1, 1999.
10-B. Letter Agreement to the Deed in Lieu of Foreclosure and
Exhibits thereto dated May 24, 1999, related to the Mall of Memphis is
hereby incorporated herein by reference to the Partnership's report for May
14, 1999, on Form 8-K (File No. 0-10494) dated June 1, 1999.
10-C. Contribution agreement by and between Riverfront Office
Park Joint Venture and BRT/Riverfront LLC dated June 10, 1999 is hereby
incorporated herein by reference to the Partnership's report for June 10,
1999, on Form 8-K (File No. 0-10494) dated June 24, 1999.
27. Financial Data Schedule
(b) No reports on Form 8-K were 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 10, 1999
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 10, 1999
<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, 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,668,084
<SECURITIES> 0
<RECEIVABLES> 73,404
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,741,488
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,741,488
<CURRENT-LIABILITIES> 163,420
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 5,578,068
<TOTAL-LIABILITY-AND-EQUITY> 5,741,488
<SALES> 6,834,631
<TOTAL-REVENUES> 7,153,923
<CGS> 0
<TOTAL-COSTS> 3,939,966
<OTHER-EXPENSES> 680,506
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,808,686
<INCOME-PRETAX> (1,275,235)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,170,561)
<DISCONTINUED> 42,478,834
<EXTRAORDINARY> 5,477,607
<CHANGES> 0
<NET-INCOME> 46,785,880
<EPS-BASIC> 337.33
<EPS-DILUTED> 337.33
</TABLE>
