SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1998 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) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings. . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . 8
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . . 8
Item 6. Selected Financial Data. . . . . . . . . . . 9
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 15
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . 23
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 24
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 54
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 54
Item 11. Executive Compensation . . . . . . . . . . . 57
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 59
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 60
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K . . . . . 60
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 63
i
<PAGE>
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report. Capitalized terms used herein, but
not defined, have the same meanings as used in the Notes.
The registrant, Carlyle Real Estate Limited Partnership - XI (the
"Partnership"), is a limited partnership formed in 1981 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in improved income-producing commercial and residential
real property. The Partnership sold $137,500,000 in Limited Partnership
Interests (the "Interests") to the public at $1,000 per Interest commencing
on May 8, 1981 pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 2-70724). The offering closed on
May 5, 1982. No Limited Partner has made any additional capital
contribution after such date. The Limited Partners of the Partnership
share in their portion of the benefits of ownership of the Partnership's
real property investments according to the number of Interests held.
The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are or have been held by fee title, leasehold estates
and/or through joint venture partnership interests. The Partnership's real
property investments are located throughout the nation and it has no real
estate investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2031. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable and to wind up its
affairs not later than December 31, 1999 barring any unforeseen economic
developments.
The Partnership has made the real property investments set forth in
the following table:
<PAGE>
<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. River Hills Apartments
Arlington, Texas . 476 units 4/14/81 11/26/84 fee ownership of land
and improvements
2. Wood Forest Glen
Apartments
Houston, Texas . . 336 units 4/15/81 4/2/92 fee ownership of land
and improvements
3. Scotland Yard
Apartments-Phase I
Houston, Texas . . 332 units 4/15/81 11/1/96 fee ownership of land
and improvements (c)
4. Somerset Lake
Apartments
Indianapolis,
Indiana. . . . . . 360 units 6/1/81 11/10/88 fee ownership of land
and improvements
5. Pavillion Towers
Office Complex
Aurora, Colorado . 280,000 5/28/81 4/25/86 fee ownership of land
sq.ft. and improvements (through
n.r.a. joint venture partnership)
6. Bitter Creek
Apartments
Grand Prairie,
Texas. . . . . . . 472 units 6/1/81 6/10/92 fee ownership of land and
improvements (through
joint venture partner-
ship)
7. Mall of Memphis
Memphis, Tennessee 493,000 8/3/81 15% fee ownership of land and
sq.ft. improvements (through joint
venture partnership)
(d)(f)(g)
8. 767 Third Avenue
Office Building
New York, New York 284,000 9/30/81 10/31/97 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(c)(d)
<PAGE>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
9. Riverfront Office
Building
Cambridge,
Massachusetts. . . 340,000 10/22/81 7% fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnership)
(d)(e)(f)(g)
10. Fontaine Woods
Apartments
Red Bank,
Tennessee. . . . . 262 units 12/1/81 12/31/84 fee ownership of land and
improvements (through joint
venture partnership)
11. El Dorado View
Apartments
Webster, Texas . . 244 units 7/31/81 7/23/96 fee ownership of land and
improvements (c)
12. Gatehall Plaza
Office Building
Parsippany,
New Jersey . . . . 118,000 3/11/82 10/31/91 fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnership)
13. 824 Market Street
Office Building
Wilmington,
Delaware . . . . . 195,220 6/15/82 12/12/94 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
14. Scotland Yard
Apartments-Phase II
Houston, Texas . . 346 units 6/28/82 11/1/96 fee ownership of land and
improvements (c)
15. South Point
Apartments
Houston, Texas . . 244 units 5/11/82 7/29/93 fee ownership of land and
improvements
16. Meadowcrest
Apartments
Dallas, Texas. . . 352 units 7/1/82 6/9/92 fee ownership of land and
improvements
<PAGE>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
17. Coast Federal
Office Building
Pasadena,
California . . . . 101,777 9/6/82 11/21/86 fee ownership of land and
sq.ft. improvements
n.r.a.
18. National City Center
Office Building
Cleveland, Ohio. . 786,400 7/27/83 12/18/97 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)(c)(d)
19. Yerba Buena West
Office Building
San Francisco,
California . . . . 267,687 8/30/85 6/24/92 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
<PAGE>
<FN>
- -----------------------
(a) The computation of this percentage for properties held at
December 31, 1998 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.
(b) Reference is made to the Notes for the current outstanding
principal balances and a description of the long-term mortgage indebtedness
secured by the Partnership's real property investments.
(c) This property or the Partnership's interest in this property has
been sold. Reference is made to the Notes for a description of the sale of
such real property investment.
(d) Reference is made to the Notes for a description of the joint
venture partnership through which the Partnership has made this real
property investment.
(e) Reference is made to the Notes for a description of the leasehold
interest, under a ground lease, in the land on which this real property
investment is situated.
(f) Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning real estate taxes and
depreciation.
(g) Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.
</TABLE>
<PAGE>
The Partnership's real property investments are subject to competition
from similar types of properties in the respective vicinities in which they
are located. Such competition is generally for the retention of existing
tenants. Additionally, with respect to the Mall of Memphis, the
Partnership is in competition for new tenants in a market where significant
vacancies are present. Reference is made to Item 7 below for a discussion
of competitive conditions and future capital improvement plans of the
Partnership and its remaining investment properties. Approximate occupancy
levels for the properties are set forth on a quarterly basis in the table
set forth in Item 2 below to which reference is hereby made. The
Partnership maintains the suitability and competitiveness of its properties
in its markets primarily on the basis of effective rents, tenant mix,
tenant allowances and service provided to tenants. In the opinion of the
Corporate General Partner of the Partnership, the two remaining investment
properties held at December 31, 1998 are adequately insured.
Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
properties as of December 31, 1998.
The Partnership has no employees other than personnel performing on-
site duties at the Mall of Memphis investment property, none of whom are
officers or directors of the Corporate General Partner of the Partnership.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTIES
The Partnership owns or owned directly or through joint venture
partnerships the properties or interests in the properties referred to
under Item 1 above to which reference is hereby made for a description of
said properties.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1998 and 1997 for the Partnership's investment properties owned
during 1998:
<PAGE>
<TABLE>
<CAPTION>
1997 1998
------------------------- -------------------------
At At At At At At At At
Principal Business 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> <C>
1. Mall of Memphis
Memphis, Tennessee (A) . Retail 82% 81% 85% 89% 86% 86% 79% 75%
2. Riverfront Office
Building
Cambridge,
Massachusetts. . . . . . Insurance/Soft- 90% 90% 98% 100% 96% 100% 97% 98%
ware Development
<FN>
- --------------------
(A) Occupancy levels include temporary tenants.
Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.
</TABLE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any pending material legal
proceedings, other than ordinary litigation incidental to the business of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
1998 and 1997.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1998, there were 14,099 record holders of the
137,415 Interests outstanding of the Partnership. There is no public
market for Interests and it is not anticipated that a public market for
Interests will develop. Upon request, the Corporate General Partner may
provide information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests. The price to be paid for the
Interests, as well as any economic aspects of the transaction, will be
subject to negotiation by the investor. There are certain conditions and
restrictions on the transfer of Interests, including, among other things,
the requirement that the substitution of a transferee of Interests as a
Limited Partner of the Partnership be subject to the written consent of the
Corporate General Partner, which may be granted or withheld in its sole and
absolute discretion. The rights of a transferee of Interests who does not
become a substituted Limited Partner will be limited to the rights to
receive his share of profits or losses and cash distributions from the
Partnership, and such transferee will not be entitled to vote such
Interests or have other rights of a Limited Partner. No transfer will be
effective until the first day of the next succeeding calendar quarter after
the requisite transfer form satisfactory to the Corporate General Partner
has been received by the Corporate General Partner. The transferee
consequently will not be entitled to receive any cash distributions or any
allocable share of profits or losses for tax purposes until such succeeding
calendar quarter. Profits or losses from operations of the Partnership for
a calendar year in which a transfer occurs will be allocated between the
transferor and the transferee based upon the number of quarterly periods in
which each was recognized as the holder of Interests, without regard to the
results of Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which distribution
is made.
Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Limited Partners. The mortgage loan secured by the
Riverfront Office Building restricts the use by Riverfront Office Park
Joint Venture of the cash flow from that property as more fully discussed
in the Notes.
Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
DECEMBER 31, 1998, 1997, 1996, 1995 AND 1994
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1998 1997 1996 1995 1994
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 18,753,207 25,209,762 33,059,440 35,760,756 36,744,939
============ ============ ============ ============ ============
Earnings (loss) before
gains on sale or
disposition of
investment properties
or interest in invest-
ment property and
extraordinary items. . . $ (725,993) (15,489,395) (14,103,120) (4,190,895) (8,831,339)
Gains on sale or disposi-
tion of investment
properties or interest
in investment property,
net of venture partner's
share. . . . . . . . . . 400,000 10,705,403 13,480,719 -- 4,693,546
Extraordinary items . . . -- -- 1,180,286 -- --
------------ ------------ ------------ ------------ ------------
Net earnings (loss). $ (325,993) (4,783,992) 557,885 (4,190,895) (4,137,793)
============ ============ ============ ============ ============
Net earnings (loss) per
limited partnership
interest (b):
Earnings (loss) before
gains on sale or
disposition of
investment properties
or interest in invest-
ment property and
extraordinary items. $ (5.07) (108.21) (98.52) (29.27) (61.68)
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
DECEMBER 31, 1998, 1997, 1996, 1995 AND 1994 - CONTINUED
1998 1997 1996 1995 1994
------------- ------------- ----------- ------------ ------------
Gains on sale or dis-
position of investment
properties or interest
in investment property,
net of venture
partner's share . . . 2.88 77.13 97.12 -- 33.80
Extraordinary items. . -- -- 8.50 -- --
------------ ------------ ------------ ------------ ------------
Net earnings (loss). $ (2.19) (31.08) 7.10 (29.27) (27.88)
============ ============ ============ ============ ============
Total assets. . . . . . . $ 66,082,605 78,921,540 127,569,676 154,431,514 151,349,909
Long-term debt. . . . . . $ 53,830,304 46,713,811 130,058,240 128,508,546 108,263,135
Cash distributions
per Interest (c) . . . . $ 105.00 -- -- -- --
============ ============ ============ ============ ============
<FN>
- -------------
(a) The above selected financial data should be read in conjunction with the consolidated financial
statements and the related notes appearing elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of each
period.
(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each Partner's taxable income (loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to such Limited Partners and have therefore
represented a return of capital.
</TABLE>
<PAGE>
<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1998
<CAPTION>
Property
- --------
Mall of Memphis a) The gross leasable area ("GLA") occupancy rate and average base rent per
square foot as of December 31 (excluding percentage rent) for each of the
last five years were as follows:
GLA
Occupancy Avg. Base Rent Per
December 31, Rate Square Foot (2)
------------ ---------- ------------------
<S> <C> <C> <C> <C>
1994 . . . . . 85% $14.31
1995 . . . . . 79% 14.02
1996 . . . . . 75% 15.52
1997 . . . . . 89% (1) 9.15
1998 . . . . . 75% (1) 11.91
<FN>
(1) Includes temporary tenants.
(2) Average base rent per square foot is based on GLA occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option
------------------- ----------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dillards 130,266 $563,070 9/2012 --
(Department Store)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
c) The following table sets forth as of December 31, 1998 certain information with
respect to the expiration of leases for the next ten years at the Mall of Memphis:
Annualized Percent of
Number of Approx. Total Base Rent Total 1998
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases Leases (1) Expiring
------------ -------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1999 8 12,000 221,990 5.1%
2000 8 17,000 408,978 9.4%
2001 11 49,000 535,838 12.4%
2002 13 18,000 539,143 12.4%
2003 8 13,000 336,498 7.8%
2004 7 17,000 450,293 10.4%
2005 4 16,000 327,708 7.6%
2006 7 28,000 605,282 14.0%
2007 1 2,000 86,520 2.0%
2008 2 9,000 131,437 3.0%
<FN>
(1) Annualized base rent does not include rents from tenants under rent relief as such
tenants pay a percentage of their monthly sales in lieu of a fixed amount.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Property
- --------
Riverfront
Office Building a) The gross leasable area ("GLA") occupancy rate and average base rent per
square foot as of December 31 (excluding percentage rent) for each of the
last five years were as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1994 . . . . . 95% 17.83
1995 . . . . . 99% 18.11
1996 . . . . . 85% 20.03
1997 . . . . . 100% 18.68
1998 . . . . . 98% 23.13
<FN>
(1) Average base rent per square foot is based on GLA occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option
------------------- ----------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Pegasystems 92,762 2,376,137 05/03 NA
Icube 35,688 818,761 11/01 NA
Mathsoft 23,350 350,250 10/04 NA
Mathsoft, Inc. 11,212 168,180 10/99 NA
Perot Systems 57,507 1,475,055 08/02 NA
Weber Group 23,605 487,973 02/00 NA
Weber Group 12,543 313,575 03/02 NA
Risk Management
Foundation 35,038 1,003,613 06/02 NA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
c) The following table sets forth as of December 31, 1998 certain
information with respect to the expiration of leases for
the next ten years at the Riverfront Office Building:
Annualized Percent of
Number of Approx. Total Base Rent Total 1998
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999 1 11,000 168,180 2.2%
2000 2 24,000 490,473 6.3%
2001 8 53,000 1,160,169 14.9%
2002 5 126,000 3,313,074 42.7%
2003 3 105,000 2,808,444 36.2%
2004 1 23,000 350,250 4.5%
2005 -- -- -- --
2006 -- -- -- --
2007 -- -- -- --
2008 -- -- -- --
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $121,936,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and to satisfy working capital requirements. Portions of the
proceeds were utilized to acquire the properties described in Item 1 above.
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.
During 1996 and 1997, some of the Holders of Interests in the
Partnership received from an unaffiliated third party unsolicited tender
offers, each to purchase up to 4.9% of the Interests in the Partnership at
between $25 and $75 per Interest. The Partnership recommended against
acceptance of these offers on the basis that, among other things, the offer
prices were inadequate. All of such offers have expired.
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, in November 1998, an unaffiliated
third party made an unsolicited tender offer to some of the Holders of
Interests. This offer sought to purchase up to 4.7% of the Interests in
the Partnership at $20 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 December 1998.
As of the date of this report, the Partnership is aware that 4.39% of
the Interests have been purchased 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.
At December 31, 1998, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $3,240,000. Such funds are
available for working capital requirements. The Partnership and its
consolidated ventures have currently budgeted in 1999 approximately
$1,235,000 for tenant improvements and other capital expenditures. The
Partnership's share of such items in 1999 is currently budgeted to be
approximately $618,000. Actual amounts expended in 1999 may vary depending
on a number of factors including actual leasing activity, results of
property operations, liquidity considerations and other market conditions
over the course of the year. The Mall of Memphis investment property
currently operates in an overbuilt market that is characterized by
decreasing occupancy and reduced rent levels. Such competitive conditions
had resulted in net cash flow deficits at the property. The lender was
unwilling to grant an acceptable loan modification to cover any future net
<PAGE>
operating deficits. In addition, as more fully discussed below, the
Partnership has decided not to commit any additional amounts to the
property to cover such deficits and, therefore, suspended the payment of
required debt service effective January 1, 1998. As a result, the
Partnership does not consider the Mall of Memphis to be a source of future
liquidity. The source of capital for future short-term and long-term
liquidity and distributions to partners is dependent upon the sale of the
Partnership's interest in the Riverfront investment property. In such
regard, reference is made to the Partnership's property specific
discussions below and also the Partnership's disclosure of its remaining
property lease expirations in Item 6. The Partnership's and its ventures'
mortgage obligations are separate non-recourse loans secured individually
by the investment properties and are not obligations of the entire
investment portfolio, and the Partnership and its ventures are not
personally liable for the payment of the mortgage indebtedness.
The Partnership currently has adequate cash and cash equivalents to
maintain the operations of the Partnership. However, the Partnership
continues to suspend operating distributions to the Limited and General
Partners.
Based upon current market conditions, the Partnership has decided not
to commit any additional amounts to the Mall of Memphis which had been
incurring net operating deficits. As more fully discussed below, the
underlying lender is expected to realize on its security during the second
quarter of 1999. This will result in the Partnership no longer having an
ownership interest in such property. Such decision will result in a gain
to the Partnership for financial reporting and Federal income tax purposes,
with no corresponding distributable proceeds.
767 Third Avenue Office Building
The property had been considered held for sale or disposition as of
December 31, 1996, and therefore, was not subject to continued
depreciation. On September 30, 1997, the 767 Third Avenue joint venture
was liquidated in contemplation of the sale of the Partnership's interest.
Accordingly, the pro rata share of the venture's assets and liabilities was
distributed to the venture partners in a non-cash transaction. The
operations of the 767 Third Avenue Office Building continued under a co-
tenancy agreement until October 31, 1997, when the Partnership sold its
undivided interest in the property for $11,000,000 (before selling costs
and prorations). Although replacement of the joint venture with this co-
tenancy arrangement had no economic effect on the Partnership, as of
October 1, 1997, the accompanying consolidated financial statements no
longer reflected 767 Third Avenue Associates' former venture partner's
minority interest and reflected only the Partnership's distributed share of
the assets and liabilities of the venture. Reference is made to the Notes
for a further description of such sale.
Riverfront Office Building
The Cambridge, Massachusetts market, in which the property operates,
has been improving. As a result, the venture has recently been successful
in attracting new tenants to the property such that as of December 31,
1998, the property is 98% occupied and 100% leased. 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 investment plus a
reasonable profit thereon. As discussed below, the amount of liquidity
this investment property can provide 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 and/or
the successful consummation of an agreement in principle to dispose of the
Partnership's interest in the property.
<PAGE>
The restructured loan secured by the building and improvements
provides for participating interest whereby the lender is entitled to earn
a minimum internal rate of return ranging from 9% to 10.5% per annum
calculated over the restructured loan term and a Residual Amount (as
defined) of approximately 50% of the proceeds from a sale of the property
in excess of such minimum internal rate of return.
The restructured loan 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, $451,409 of escrowed funds was applied by the lender
against the outstanding mortgage loan balance and, in October 1997,
$615,271 of escrowed funds was released by the lender to fund leasing costs
and other capital projects at the property. 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.
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. Ground rent payments did not resume in
1998 and, based on current projections, the venture does not expect ground
rent payments to resume in 1999. The ground lessor is a general partner of
the venture partner. At December 31, 1998, the total amount of deferred
and accrued ground lease expense is approximately $1,020,000.
The joint venture has been marketing the property for sale and, in
this regard, the Partnership and the unaffiliated venture partner have
reached an agreement in principle to contribute their respective interests
in the property (including their interests as lessees under the ground
lease) to a newly formed joint venture, which includes the underlying
lender. If the agreement is consummated, the Partnership will receive
$9,300,000 and the venture partner will receive $454,545 as well as
interests in the new joint venture in exchange for their respective
interests in the property. In addition, the existing joint venture will no
longer be liable for the underlying mortgage debt (approximately
$48,830,000 at December 31, 1998). There can be no assurances that the
Partnership's interest in the property will be transferred under the terms
of the agreement in principle or under any other terms. However, if the
Partnership is successful in transferring its interest in the property
under the terms of the agreement in principle, the Partnership would no
longer have an ownership interest in the property and would recognize a
significant gain for financial reporting and Federal income tax purposes
with approximately $9,300,000 (less transaction costs) in distributable
proceeds in 1999.
The property has been considered held for sale or disposition as of
December 31, 1996, and therefore, is no longer subject to continued
depreciation.
Mall of Memphis
Occupancy of the property was 75% at December 31, 1998. 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
<PAGE>
performances, many tenants are electing not to renew their leases or are
renewing at lower rates. Many 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.
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 has 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. At December 31, 1998, these
notes had an aggregate principal balance of $39,676,002 and accrued but
unpaid interest of approximately $2,746,000. As a result, the Partnership
is in default and these mortgage notes have been classified as current in
the accompanying consolidated financial statements. The lender agreed to
allow the Partnership to recoup its 1997 advance from 1998 operating cash
flow before proceeding to realize on its security in the property. As of
the date of this report, the Partnership has recouped its 1997 advance and
has remitted $2,748,958 to the lender representing property cash flow for
the year ended December 31, 1998. Such cash flow payments were net of
repayment of the Partnership's 1997 advance and estimated future operating
deficits related to real estate tax obligations. Accordingly, the
Partnership has classified all property cash as restricted at December 31,
1998. The Partnership expects the lender to proceed to realize on its
security during the second quarter of 1999. This would result in the
Partnership no longer having an ownership interest in the property and will
result in a gain for financial reporting and Federal income tax purposes
with no corresponding distributable proceeds in 1999.
Pursuant to the terms of the note payable to the former venture
partner, the Partnership guaranteed a portion of the debt service payment
payable on June 1, 1997 in the amount of $300,000. The Partnership made
the June 1, 1997 guaranteed debt service payment in December 1998.
However, the Partnership had been in default until December 1998 and the
$5,000,000 note payable was classified as current in the accompanying
consolidated financial statements at December 31, 1997.
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.
Scotland Yard - Phase I and II Apartments
On November 1, 1996, the Partnership sold the Scotland Yard Apartments
Phase I and II for $23,200,000 (before selling costs). Reference is made
to the Notes for a further description of such sale.
El Dorado View Apartments
On July 23, 1996, the Partnership sold the El Dorado View Apartments
for $6,600,000 (before selling costs). Reference is made to the Notes for
a further description of such sale.
<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. However, the joint venture was not
given an opportunity to purchase the property as required by the previous
settlement with the lender. 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 judgement and
dismissed the lawsuit. In dismissing the action, the court apparently
relied upon a release given by the management company (an affiliate of the
Partnership's Corporate General Partner) relative to the settlement of its
claims against the lender and the termination of its management contract
for the property. Such settlement was the result of claims made by the
management company in a separate lawsuit, due to the non-payment of
management fees. Though the intent of the management company in providing
the release was confined to matters relative to management only, the court
apparently ruled that it covered the earlier transaction with the joint
venture as well. The joint venture has appealed such dismissal. In
addition, the former lender has filed an action against the joint venture
for fees expended in the litigation. 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. As of
the date of this report, the joint venture does not anticipate reimbursing
the former lender for fees expended in the litigation. There can be no
assurance that the litigation will ultimately be successful or that the
Partnership will ultimately realize any amounts (or avoid any further
payments) with respect thereto. If the joint venture is unable to
negotiate a settlement in such lawsuit, the Partnership may elect to
contribute its share of the outstanding judgment for the lender's legal
fees and then withdraw from the joint venture. Such election would be
based upon, among other things, a determination by the Partnership that the
expected gain from litigation, taking into account the prospects for
success, would likely be insufficient to offset the costs of operating the
Partnership through a lengthy appeal process.
National City Center
On December 18, 1997, the Carlyle/National City joint venture sold the
land and related improvements of the National City Center office building
for $82,150,000. Reference is made to the Notes for a further description
of such event.
General
There are certain risks associated with the Partnership's investment
made through joint venture including the possibility that the Partnership's
joint venture partners in the investment might become unable or unwilling
to fulfill their financial or other obligations, or that such joint venture
partners may have economic or business interests or goals that are
inconsistent with those of the Partnership.
<PAGE>
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. The Partnership has also sought loan modifications where
appropriate. By conserving working capital, the Partnership will be in a
better position to meet its future needs since outside sources of capital
may be limited given the portfolio's current debt levels. Due to these
factors, the Partnership has held certain of its investment properties
longer than originally anticipated in an effort to maximize the return to
the Limited Partners. Although the Partnership is hopeful it will be able
to distribute sale proceeds from the disposition of the Riverfront office
building, the Limited Partners are expected to receive significantly less
than their full original investment from all sources. After reviewing the
remaining properties and the marketplace in which they operate, the General
Partners of the Partnership expect to be able to conduct an orderly
liquidation of the remaining investment portfolio as quickly as
practicable. In such regard, the Partnership has classified its remaining
investment properties as held for sale or disposition, as discussed above.
Therefore, other than some modest reserves for certain typical
representations and warranties expected to be made in conjunction with the
disposition of the Partnership's interest in the Riverfront Office
Building, the affairs of the Partnership are expected to be wound up no
later than December 31, 1999 (sooner if the properties are sold or disposed
of in the nearer term), barring unforeseen economic developments.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at December 31, 1998 as
compared to December 31, 1997 is primarily due to the Partnership's
February 1998 distribution of $14,429,000 ($105 per Interest) to the
Holders of Interests of proceeds from the 1997 sales of the National City
Center Office Building and the Partnership's interest in the 767 Third
Avenue Office Building, partially offset by the Partnership's receipt in
February 1998 of approximately $3,980,000 in proceeds from the 1997 sale of
the National City Center Office Building.
The decrease in rents and other receivables at December 31, 1998 as
compared to December 31, 1997 is primarily due to the increase in the
allowance for doubtful accounts at Mall of Memphis due to several tenants
vacating their space during 1998 prior to their scheduled lease expirations
and a decrease in 1998 in interest receivable on the Partnership's
investment of cash on hand due to the February 1998 distribution of
$14,429,000 to the Holders of Interests discussed above.
The increase in escrow deposits and restricted funds at December 31,
1998 as compared to December 31, 1997 is primarily due to (i) the
Partnership's classification in 1998 of all property cash at the Mall of
Memphis as restricted and (ii) the deposits of 1998 net cash flow at the
Riverfront Office Building into escrow as required by the underlying
lender, partially offset by (iii) the May 1998 withdrawal by the
Partnership of interest earned to date on a $1,000,000 escrow account that
was established in March 1993 as security for any undiscovered
environmental issues as required by the lender for the Mall of Memphis.
The decrease in mortgage notes receivable and the corresponding
decrease in deferred gain on sale of investment properties at December 31,
1998 as compared to December 31, 1997 is due to the collection in the
fourth quarter of 1998 of $400,000 representing the final settlement on a
$3,000,000 note receivable and the final determination by the Partnership
that past due or future amounts due on a $750,000 note receivable are
uncollectible as discussed more fully in the Notes.
The increase in properties held for sale or disposition at December
31, 1998 as compared to December 31, 1997 is primarily due to tenant
improvements related to leasing activity at the Riverfront Office Building
during 1998.
<PAGE>
The decrease in investment in unconsolidated venture, at equity, at
December 31, 1998 as compared to December 31, 1997 is due to the receipt in
1998 of approximately $4,061,000 in proceeds from the December 1997 sale of
the National City Center Office Building and the Partnership's share of
operations until expiration of the warranty period in December 1998 as
discussed in the Notes.
The decrease in accrued rents receivable at December 31, 1998 as
compared to December 31, 1997 is primarily due to tenants at the Mall of
Memphis vacating their space during 1998 prior to their scheduled lease
expirations.
The increase in venture partner's deficit in venture at December 31,
1998 as compared to December 31, 1997 is primarily due to the allocation of
1998 operating losses to the Partnership's venture partner in the
Riverfront Office Building.
The decrease in current portion of long-term debt and the
corresponding increase in long-term debt, less current portion at December
31, 1998 as compared to December 31, 1997 is due to the reclassification of
the promissory note payable to the Partnership's former venture partner in
the Mall of Memphis to long-term debt during 1998 due to the Partnership's
payment in 1998 of past due interest on the note. The increase in long-
term debt, less current portion at December 31, 1998 as compared to
December 31, 1997 is also due to the recording of interest accruals
pursuant to the terms of the restructured mortgage loan secured by the
Riverfront Office Building.
The decrease in unearned rents at December 31, 1998 as compared to
December 31, 1997 is due to the timing of receipts of rental income at the
Mall of Memphis.
The increase in accrued interest at December 31, 1998 as compared to
December 31, 1997 is due to the Partnership's suspension of scheduled debt
service payments on the first, second and third mortgage notes secured by
the Mall of Memphis effective January 1, 1998.
The decrease in accrued real estate taxes at December 31, 1998 as
compared to December 31, 1997 is due to a major department store tenant at
the Mall of Memphis paying its share of real estate taxes directly
effective February 1998.
The decrease in rental income, mortgage and other interest, property
operating expenses and amortization of deferred expenses for the year ended
December 31, 1998 as compared to the year ended December 31, 1997 is
primarily due to the sale of the Partnership's interest in the 767 Third
Avenue Office Building in October 1997. The decreases in rental income,
mortgage and other interest, property operating expenses and amortization
of deferred expenses for the year ended December 31, 1997 as compared to
the year ended December 31, 1996 is primarily due to the sales of Scotland
Yard I & II Apartments, El Dorado View Apartments and the Partnership's
interest in the 767 Third Avenue Office Building on November 1, 1996,
July 23, 1996 and October 31, 1997, respectively.
The decrease in interest income for the year ended December 31, 1998
as compared to the year ended December 31, 1997 is primarily due to
interest received in June 1997 as part of a settlement of past due rental
obligations with a former tenant at the 767 Third Avenue Office Building,
partially offset by the temporary investment of the approximately
$11,100,000 in proceeds from the 1997 sale of the Partnership's interest in
the 767 Third Avenue Office Building until the February 28, 1998
distribution of such proceeds to the Holders of Interest. The increase in
interest income for the year ended December 31, 1997 as compared to the
year ended December 31, 1996 is primarily due to (i) the receipt at 767
Third Avenue of interest earned in connection with amounts received in June
1997 from a former tenant which had been previously deemed uncollectible by
<PAGE>
the Partnership and (ii) the increases in the average balance of short-term
investments as a result of the receipt in October 1997 of approximately
$11,100,000 in proceeds related to the sale of the Partnership's interest
in the 767 Third Avenue Office Building.
The decrease in depreciation expense for the year ended December 31,
1998 as compared to the year ended December 31, 1997 and for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is
primarily due to the classification of the Riverfront and 767 Third Avenue
office buildings as held for sale or disposition at December 31, 1996 and
the classification of the Mall of Memphis as held for sale or disposition
at June 30, 1997 and, therefore, were not subject to continued depreciation
as of those dates.
The increase in professional services for the year ended December 31,
1998 as compared to the year ended December 31, 1997 is primarily due to
legal fees incurred in the suit against the lender of the Yerba Buena
Office Building for breach of its obligations, as more fully discussed
above, as well as legal costs associated with collection of amounts due
from certain tenants at the 767 Third Avenue Office Building.
The $13,143,000 provision for value impairment for the year ended
December 31, 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 $8,500,000 provision for unrealizable venture partner deficit
recorded for the year ended December 31, 1996 is the result of the
uncertainty of the Partnership recovering the deficit capital account from
future operations and ultimate sale of the Riverfront office building.
The decrease in the Partnership's share of operations of
unconsolidated venture for the year ended December 31, 1998 as compared to
the year ended December 31, 1997 is due to the sale of the National City
Center Office Building in December 1997. The Partnership's share of
operations of unconsolidated venture for the year ended December 31, 1998
is primarily the Partnership's share of interest income earned by the
venture on the sale proceeds prior to the venture's distribution to the
Partnership of its share of such proceeds in February 1998. The increase
in the Partnership's share of operations of unconsolidated venture for the
year ended December 31, 1997 as compared to the year ended December 31,
1996 is primarily due to the National City Center being classified as held
for sale or disposition at December 31, 1996 and, therefore, not subject to
continued depreciation.
The decrease in venture partner's share of ventures' operations for
the year ended December 31, 1998 as compared to the year ended December 31,
1997 is primarily due to a decrease in operating losses at the Riverfront
Office Building in 1998 due to an increase in property occupancy and rental
income. The decrease in venture partners' share of ventures' operations
for the year ended December 31, 1997 as compared to the year ended December
31, 1996 is primarily due to (i) an 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 at December 31, 1996 and
therefore, not subject to continued depreciation and (ii) the sale of the
Partnership's interest in the 767 Third Avenue office building in October
1997, partially offset by the resumption of loss allocations in 1997 to the
Partnership's venture partner in the Riverfront joint venture.
<PAGE>
The gain on sale or disposition of investment properties or interest
in investment property for the year ended December 31, 1998 is due to
$400,000 of deferred gain recognition as a result of the receipt in the
fourth quarter of 1998 of a final settlement of past due amounts on the
notes receivable related to the 1986 sale of Pavillion Towers. The gains
on sale or disposition of investment properties or interest in investment
property for the year ended December 31, 1997 is due to the sale of the
Partnership's interest in the 767 Third Avenue office building in October
1997 and the sale of the National City Center office building in December
1997. The gain on sale or disposition of investment properties or interest
in investment property for the year ended December 31, 1996 is due to the
sale of El Dorado View apartments on July 23, 1996, the Scotland Yard I &
II apartments on November 1, 1996 and $200,000 of deferred gain recognition
as a result of the receipt in April 1996 of a portion of the past due
amounts on the notes receivable related to the 1986 sale of Pavillion
Towers.
The extraordinary gain on forgiveness of indebtedness for the year
ended December 31, 1996 was due to the forgiveness of a portion of the
deferred accrued interest associated with the mortgage loans secured by
Scotland Yard I & II apartments as a result of sale of the properties.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by the end of 1999.
However, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes. Therefore, there should be little effect on
operating earnings if the property remains substantially occupied. In
addition, substantially all of the leases at the Partnership's shopping
center investment contain provisions which entitle the Partnership to
participate in gross receipts of tenants above fixed minimum amounts.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has identified interest rate changes as a potential
market risk. However, as the Partnership's long-term debt bears interest
at a fixed rate and is due to mature subsequent to the Partnership's
expected liquidation and termination date (on or before December 31, 1999),
the Partnership does not believe that it is exposed to market risk relating
to interest rate changes, except at the Mall of Memphis investment property
as discussed above.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1998 and 1997
Consolidated Statements of Operations, years ended December 31, 1998,
1997 and 1996
Consolidated Statements of Partners' Capital Accounts (Deficit),
years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows, years ended December 31,
1998, 1997 and 1996
Notes to Consolidated Financial Statements
Schedule
--------
Consolidated Real Estate and Accumulated Depreciation III
SCHEDULES NOT FILED:
All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the financial statements or related notes.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI:
We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XI (a limited partnership) and consolidated
ventures as listed in the accompanying index. In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership - XI and consolidated ventures at
December 31, 1998 and 1997, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 1998, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated ventures changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.
KPMG LLP
Chicago, Illinois
March 27, 1999
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
ASSETS
------
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 3,240,125 13,840,535
Rents and other receivables (net of allowance for doubtful accounts
of $490,823 and $281,456 at December 31, 1998 and 1997,
respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . 243,207 561,151
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . 5,712,511 3,055,577
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 154,240 139,508
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . 9,350,083 17,596,771
------------ ------------
Mortgage notes receivable (net of reserve for uncollectibility
of $327,774). . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,867,695
Properties held for sale or disposition - Schedule III. . . . . . . . 53,497,132 52,350,885
Investment in unconsolidated venture, at equity . . . . . . . . . . . -- 4,018,588
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,833,006 1,859,513
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 136,191 227,374
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . 1,266,193 1,000,714
------------ ------------
$ 66,082,605 78,921,540
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1998 1997
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 39,676,002 44,676,002
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,785,119 1,883,723
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 128,484 433,712
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 3,572,226 1,174,074
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 488,681 712,576
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . 45,650,512 48,880,087
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 120,990 180,488
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 53,830,304 46,713,811
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . 131,061 167,466
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . 99,732,867 95,941,852
Deferred gain on sale of investment properties. . . . . . . . . . . . -- 1,867,695
Partners' capital accounts (deficit):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . (13,433,349) (13,408,309)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,123,608) (1,116,446)
------------ ------------
(14,555,957) (14,523,755)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 121,935,233 121,935,233
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . (81,532,463) (81,231,510)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (59,497,075) (45,067,975)
------------ ------------
(19,094,305) (4,364,252)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . (33,650,262) (18,888,007)
------------ ------------
$ 66,082,605 78,921,540
============ ============
<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
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 18,298,367 24,598,580 32,775,314
Interest income . . . . . . . . . . . . . . . . . 454,840 611,182 284,126
----------- ----------- -----------
18,753,207 25,209,762 33,059,440
----------- ----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 9,214,385 12,069,706 15,013,553
Depreciation. . . . . . . . . . . . . . . . . . . -- 1,009,322 6,110,344
Property operating expenses . . . . . . . . . . . 9,113,096 13,811,077 17,400,478
Professional services . . . . . . . . . . . . . . 505,194 287,978 289,023
Amortization of deferred expenses . . . . . . . . 495,790 944,813 1,057,233
General and administrative. . . . . . . . . . . . 458,747 450,104 348,185
Provision for value impairment. . . . . . . . . . -- 13,143,000 --
Provision for unrealizable venture
partner's deficit in venture. . . . . . . . . . -- -- 8,500,000
----------- ----------- -----------
19,787,212 41,716,000 48,718,816
----------- ----------- -----------
(1,034,005) (16,506,238) (15,659,376)
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . . 42,533 430,047 80,895
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . . 265,479 586,796 1,475,361
----------- ----------- -----------
Earnings (loss) before gains on
sale or disposition of investment
properties or interest in
investment property . . . . . . . . . . (725,993) (15,489,395) (14,103,120)
Gains on sale or disposition of investment
properties or interest in investment property . . 400,000 10,705,403 13,480,719
----------- ----------- -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1998 1997 1996
------------ ------------ ------------
Earnings (loss) before
extraordinary item. . . . . . . . . . . (325,993) (4,783,992) (622,401)
Extraordinary gain on forgiveness
of indebtedness . . . . . . . . . . . . . . . . . -- -- 1,180,286
----------- ----------- -----------
Net earnings (loss) . . . . . . . . . . . $ (325,993) (4,783,992) 557,885
=========== =========== ===========
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gains on sale
or disposition of investment
properties or interest in
investment property . . . . . . . . $ (5.07) (108.21) (98.52)
Gains on sale or disposition of
investment properties or interest
in investment property. . . . . . . 2.88 77.13 97.12
Extraordinary gain on forgiveness
of indebtedness . . . . . . . . . . -- -- 8.50
----------- ----------- -----------
$ (2.19) (31.08) 7.10
=========== =========== ===========
<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 PARTNERS' CAPITAL ACCOUNTS (DEFICIT)
YEARS ENDED DECEMBER 31, 1998, 1997 and 1996
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS
--------------------------------------------- -------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ---------------------- ----------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit)
December 31,
1995 . . . . $1,000 (12,478,272) (1,116,446) (13,593,718)121,935,233 (77,935,440)(45,067,975) (1,068,182)
Net earnings
(loss) . . . -- (417,515) -- (417,515) -- 975,400 -- 975,400
----- ----------- ------------ ------------ ----------- ----------------------- -----------
Balance
(deficit)
December 31,
1996 . . . . 1,000 (12,895,787) (1,116,446) (14,011,233)121,935,233 (76,960,040)(45,067,975) (92,782)
Net earnings
(loss) . . . -- (512,522) -- (512,522) -- (4,271,470) -- (4,271,470)
----- ----------- ------------ ------------ ----------- ----------------------- -----------
Balance
(deficit)
December 31,
1997 . . . . 1,000 (13,408,309) (1,116,446) (14,523,755)121,935,233 (81,231,510)(45,067,975) (4,364,252)
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICIT) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS
--------------------------------------------- -------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ---------------------- ----------------------- -----------
Net earnings
(loss) . . . -- (25,040) -- (25,040) -- (300,953) -- (300,953)
Cash distri-
butions
($105 per
limited
Partner-
ship
interest . . -- -- (7,162) (7,162) -- -- (14,429,100) (14,429,100)
----- ----------- ------------ ------------ ----------- ----------------------- -----------
Balance
(deficit)
December 31,
1998 . . . . $1,000 (13,433,349) (1,123,608) (14,555,957)121,935,233 (81,532,463)(59,497,075) (19,094,305)
====== =========== ============ ============ =========== ======================= ===========
<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
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ (325,993) (4,783,992) 557,885
Items not requiring (providing) cash
or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . -- 1,009,322 6,110,344
Amortization of deferred expenses . . . . . . 495,790 944,813 1,057,233
Long-term debt - deferred interest. . . . . . 2,116,493 2,269,513 2,389,325
Provision for value impairment. . . . . . . . -- 13,143,000 --
Provision for unrealizable venture
partner's deficit in venture. . . . . . . . -- -- 8,500,000
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . (42,533) (430,047) (80,895)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . (265,479) (586,796) (1,475,361)
Total gains on sale or disposition of
investment properties or interest in
investment property . . . . . . . . . . . . (400,000) (10,705,403) (13,480,719)
Extraordinary gain on forgiveness of
indebtedness. . . . . . . . . . . . . . . . -- -- (1,180,286)
Changes in:
Rents and other receivables . . . . . . . . . . 317,944 (79,028) 486,921
Escrow deposits and restricted funds . . . . . (2,656,934) (21,542) (1,567,520)
Prepaid expenses. . . . . . . . . . . . . . . . (14,732) 557,477 16,551
Accrued rents receivable. . . . . . . . . . . . 91,183 1,180,818 (54,995)
Accounts payable. . . . . . . . . . . . . . . . (98,604) (302,184) 978,918
Unearned rents. . . . . . . . . . . . . . . . . (305,228) (130,001) (63,037)
Accrued interest. . . . . . . . . . . . . . . . 2,398,152 612,716 (387,546)
Accrued real estate taxes . . . . . . . . . . . (223,895) (883) (798,146)
Tenant security deposits. . . . . . . . . . . . (59,498) 45,302 (699)
Deferred revenue. . . . . . . . . . . . . . . . (36,405) (33,283) (30,429)
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 990,261 2,689,802 977,544
----------- ----------- -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997 1996
----------- ----------- -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . (1,146,247) (1,627,130) (2,571,651)
Payment of deferred expenses. . . . . . . . . . . (469,283) (922,716) (773,585)
Cash proceeds from sale of investment properties,
or interest in investment property, net of
selling expenses. . . . . . . . . . . . . . . . 4,061,121 11,135,107 2,158,501
Collection of mortgage notes receivable . . . . . 400,000 -- 200,000
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . 2,845,591 8,585,261 (986,735)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . -- (968,822) (467,352)
Venture partners' contributions to ventures . . . -- -- 245,000
Distributions to venture partners . . . . . . . . -- (162,869) --
Distributions to limited partners . . . . . . . . (14,429,100) -- --
Distributions to general partners . . . . . . . . (7,162) -- --
----------- ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . (14,436,262) (1,131,691) (222,352)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . (10,600,410) 10,143,372 (231,543)
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 13,840,535 3,697,163 3,928,706
----------- ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 3,240,125 13,840,535 3,697,163
=========== =========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997 1996
----------- ----------- -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . $ 4,699,740 9,187,477 15,401,099
=========== =========== ===========
Sale of investment properties or interest in
investment property:
Total sale proceeds, net of selling expenses. . $ 4,061,121 11,135,107 29,049,082
Principal balance and deferred accrued
interest due on mortgage payable. . . . . . . -- -- (26,890,581)
----------- ----------- -----------
Cash proceeds from sales of investment
properties or interest in investment
property, net of selling expenses . . . $ 4,061,121 11,135,107 2,158,501
=========== =========== ===========
Non-cash investing and financing activities:
Escrowed funds applied by lender to
long-term debt. . . . . . . . . . . . . . . . $ -- 451,409 --
Distribution of net assets to venture partner
upon liquidation of joint venture . . . . . . $ -- 6,150,826
Conversion of note payable and accrued interest
to venture partner's contribution
to venture. . . . . . . . . . . . . . . . . . $ -- 3,656,921
=========== ========= ==========
<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
DECEMBER 31, 1998, 1997 AND 1996
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership holds (through joint ventures) an equity investment in
an office building and an enclosed shopping mall. Business activities
consist of rentals to a variety of commercial and retail companies, and the
ultimate sale or disposition of such real estate. The Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio and wind up its affairs not later than December 31,
1999.
The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated ventures; Mall of Memphis
Associates ("Mall of Memphis") and Riverfront Office Park Joint Venture
("Riverfront") in which the Partnership has certain preferential claims and
rights, as discussed below; also included are the accounts of 767 Third
Avenue Associates ("767 Third Avenue") (prior to its liquidation in
September 1997, as more fully discussed below). The effect of all
transactions between the Partnership and the consolidated ventures has been
eliminated. The equity method of accounting has been applied in the
accompanying consolidated financial statements with respect to the
Partnership's interest in Carlyle/National City Associates ("Carlyle/Na-
tional City"). Accordingly, the accompanying consolidated financial
statements do not include the accounts of Carlyle/National City. The
Partnership sold its interest in Carlyle/National City Associates in
December 1997.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items for the years
ended December 31, 1998 and 1997 is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1998 1997
------------------------------- ------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $ 66,082,605 19,231,417 78,921,540 37,851,195
Partners' capital accounts
(deficit):
General partners. . . . . . . . (14,555,957) (9,143,316) (14,523,755) (10,003,098)
Limited partners. . . . . . . . (19,094,305) (62,202) (4,364,252) 14,688,017
Net earnings (loss):
General partners. . . . . . . . (25,040) 866,944 (512,522) 2,051,023
Limited partners. . . . . . . . (300,953) (321,119) (4,271,470) 22,850,322
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . (2.19) (2.34) (31.08) 166.28
============ =========== =========== ============
</TABLE>
<PAGE>
The net earnings (loss) per limited partnership interest is based upon
the Limited Partnership Interests outstanding at the end of each period.
Deficit capital accounts will result, through the duration of the
Partnership, in net gain for financial reporting and Federal income tax
purposes.
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.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($3,218,280 at December 31, 1998 and $13,404,666 at December 31, 1997) as
cash equivalents, which includes investments in an institutional mutual
fund which holds U.S. Government obligations, with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.
Deferred expenses consist primarily of leasing and financing fees
incurred in connection with the acquisition and operation of the
properties. Deferred leasing fees and deferred financing fees are
amortized using the straight-line method over the terms stipulated in the
related agreements.
Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due, the Partnership accrues
rental income over the full period of occupancy on a straight-line basis.
No provision for Federal or state income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.
The Partnership acquired, either directly or through joint ventures,
ten apartment complexes, eight office buildings, and an enclosed shopping
mall. During 1984, the Partnership sold its Arlington, Texas and its Red
Bank, Tennessee apartment complexes. During 1986, the Partnership sold its
interest in Am-Car Real Estate Partnership-I joint venture ("AM-CAR"),
which had ownership interests in the Pavillion Towers office complex
located in Aurora, Colorado and the Coast Federal Office Building located
in Pasadena, California. During 1988, the Partnership (through Somerset
Lake Associates) sold its Indianapolis, Indiana apartment complex. During
1991, the Partnership disposed of its interest in the Gatehall Plaza office
building located in Parsippany, New Jersey. During 1992, the Partnership
sold its interest in the Wood Forest Glen Apartments, the Meadowcrest
Apartments and the Bitter Creek Apartments. In addition, during 1992, the
lender realized upon its security and took title to the Yerba Buena West
Office Building. During 1993, the Partnership sold its interest in the
South Point Apartments. During 1994, the lender realized upon its security
<PAGE>
and took title to the 824 Market Street Office Building. During 1996, the
Partnership sold its interest in the Scotland Yard Phase I and II
Apartments, and the El Dorado View Apartments. During 1997, the
Partnership sold its interest in the 767 Third Avenue office building and
its interest in the National City Center office building. The two
remaining properties owned at December 31, 1998 were operating. The cost
of the investment properties represents the total cost to the Partnership
or its ventures plus miscellaneous acquisition costs.
Depreciation on the operating properties has been provided over
estimated useful lives of the various components as follows:
YEARS
-----
Building and improvements --
straight-line. . . . . . . . 30
Personal property --
straight-line. . . . . . . . 5
==
The Partnership's two remaining investment properties are pledged as
security for the long-term debt, for which there is generally no recourse
to the Partnership. The Partnership continues to make payments on its
existing mortgage indebtedness related to the Riverfront office building;
however, due to the unwillingness of the lender to grant an acceptable loan
modification to cover current and anticipated future net operating
deficits, the Partnership suspended the payment of required debt service as
of January 1, 1998 on the mortgage notes secured by the Mall of Memphis.
Maintenance and repair expenses are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") as required in the first quarter of 1996. SFAS 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. 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. Adjustments
for impairment loss for such properties (subsequent to the date of adoption
of SFAS 121) are made in each period as necessary to report these
properties at the lower of carrying value or fair value less costs to sell.
In certain situations, such estimated fair value could be less than the
existing non-recourse debt which is secured by the property. There can be
no assurance that any estimated fair value of these properties would
ultimately be realized by the Partnership in any future sale or disposition
transaction.
Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value. The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness. An impairment loss under SFAS 121 is determined
<PAGE>
without regard to the nature or the balance of such non-recourse
indebtedness. Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain (comprised of gain on extinguishment of debt and gain or loss on
sale or disposition of property) for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.
In addition, upon the disposition of an impaired property, the
Partnership will generally recognize more gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition. Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.
The net results of operations for consolidated properties classified
as held for sale or disposition as of December 31, 1998 or sold or disposed
of during the past three years were $64,727, ($15,946,311) and
($15,123,963), respectively, for the years ended December 31, 1998, 1997
and 1996. In addition, the accompanying consolidated financial statements
include $42,533, $430,047 and $80,895, respectively, of the Partnership's
share of total property operations of $309,884, $3,133,199 and $589,373, of
National City Center which was sold in December 1997.
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. These standards became
effective for reporting periods after December 15, 1997. As the
Partnership's capital structure only has general and limited partnership
interests, the Partnership will not experience any significant impact on
its consolidated financial statements.
The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Partnership defines each of
its property investments as an individual operating segment and has
determined that such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS No.
131 which permits the property investments to be aggregated into one
reportable segment. The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses). With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership relate to property
investments. With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.
INVESTMENT PROPERTIES
NATIONAL CITY CENTER
In July 1983, the Partnership acquired, through Carlyle/National City
(a joint venture with Carlyle Real Estate Limited Partnership-XII, a
partnership sponsored by the Corporate General Partner of the Partnership
("Carlyle-XII")), an interest in an office building in Cleveland, Ohio.
The Partnership made an initial contribution of $5,445,257 to
Carlyle/National City. The terms of the Carlyle/National City venture
agreement provided that the capital contributions, annual cash flow, net
proceeds from sale or refinancing and profit or loss would be allocated or
distributed 13.7255% to the Partnership. The Partnership's net cash
investment in the property was $3,341,583 after distributions resulting
from the increase in the first mortgage loan.
<PAGE>
On December 18, 1997, Carlyle/National City sold the National City
Center Office Building. As the Partnership had committed to a plan to sell
the property, the property was classified as held for sale or disposition
as of December 31, 1996 and therefore was no longer subject to continued
depreciation. The sale price of the land and improvements was $82,150,000.
Cash proceeds, after selling costs and the $54,277,977 mortgage assumed by
the purchaser, were $26,371,722 of which the Partnership's share was
$3,619,652. As a result of the sale, the Partnership recognized a gain of
$2,960,265 for financial reporting purposes and a gain of $7,764,780 for
Federal income tax purposes in 1997. In addition, in connection with the
sale of this property and as is customary in such transactions,
Carlyle/National City agreed to certain representations, warranties and
covenants with a stipulated survival period which expired December 17, 1998
without any liability to the joint venture.
Carlyle/National City reached an agreement with the current mortgage
lender to refinance the existing mortgage effective April 28, 1994. The
loan was amortized over 22 years with a scheduled balloon payment due on
April 10, 2001. The lender required an escrow account of $612,300 to be
established at the inception of the refinancing for certain specific future
tenant improvement costs at the property. The escrowed funds were to be
released to the venture upon lender approval of such costs. The lender
also required an escrow of the tenant improvement costs related to the
extension of the Baker & Hostetler lease. The Venture was required to
escrow approximately $313,000 per year in 1994 through 1996 and to escrow
approximately $229,000 per year in 1997 and 1998. In 1996, approximately
$92,000 was received from the tenant improvement escrow. Additionally, in
January 1997, approximately $820,000 was received from the tenant
improvement escrow. All remaining amounts held in escrow prior to the sale
of National City Center (including interest earned on the escrowed funds)
were refunded to Carlyle/National City in the fourth quarter of 1997.
767 THIRD AVENUE OFFICE BUILDING
On September 30, 1997, the 767 Third Avenue joint venture was
liquidated in contemplation of the sale of the Partnership's interest.
Accordingly, the pro rata share of the venture's assets and liabilities was
distributed to the venture partner in a non-cash transaction. In addition,
the $2,500,000 unsecured promissory note payable to the venture partner was
satisfied by the venture partner's contribution at the liquidation of the
venture. The operations of the 767 Third Avenue office building continued
under a co-tenancy agreement until October 31, 1997, when the Partnership
sold its undivided interest in the property. Although replacement of the
joint venture with the co-tenancy arrangement had no economic effect on the
Partnership, as of October 1, 1997, the accompanying consolidated financial
statements no longer reflected 767 Third Avenue Associates' former venture
partner's minority interest and reflected only the Partnership's
distributed share of the assets and liabilities of the venture.
On October 31, 1997, the Partnership sold its undivided interest in
the building and related improvements of the 767 Third Avenue Office
Building located in New York City, New York to an affiliate of the former
venture partner for $11,000,000 which was received in cash at closing
(before selling costs and prorations). In addition, the Partnership has no
liability for the approximate $38,000,000 in mortgage debt secured by the
property subsequent to the sale of its interest in the property. As a
result of the sale, the Partnership recognized a gain of $7,745,138 for
financial reporting purposes and a gain of $19,727,956 for Federal income
tax purposes in 1997.
As the Partnership had committed to a plan to sell the property, the
property had been classified as held for sale or disposition as of
December 31, 1996, and therefore, was no longer subject to continued
depreciation.
<PAGE>
RIVERFRONT OFFICE BUILDING
Effective November 1995, the joint venture entered into a Loan
Repayment Agreement with the existing lender. The terms of the agreement
generally provide for a loan restructure that retroactively reduces the
interest rate payable on the loans and adjusts the terms of the loans from
their present maturity. The loans (which previously accrued interest at
rates ranging from 10% to 14% per annum) accrued interest at 6% per annum
for the period January 1, 1993 through December 31, 1997. Thereafter, the
interest rate per annum is the greater of the rate derived using the
"Coverage Formula" (as defined) or 7% from January 1, 1998 to December 31,
1999; 8.25% from January 1, 2000 to December 31, 2002; and 9% from
January 1, 2003 to December 31, 2007. The interest rate per annum
beginning January 1, 1998 is 7%. In addition, as participating interest
and taking into account the annual interest payable as set forth above, the
lender is entitled to earn a minimum internal rate of return ranging from
9% to 10.5% per annum calculated over the restructured loan term and a
Residual Amount (as defined) of approximately 50% of the proceeds from a
sale of the property in excess of such minimum internal rate of return upon
repayment.
For financial reporting purposes, the principal amount of the loan and
accrued interest as of the effective date of the restructuring have been
classified as long-term debt. In addition, notwithstanding the payments
specified above, interest accrues at the effective rate of approximately
9.7% based upon the future cash payments specified by the terms of the
Repayment Agreement. This additional accrued interest is classified as
long-term debt.
The loan restructure also 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, $451,409 of escrowed funds was applied by the lender
against the outstanding mortgage loan balance and, in October 1997,
$615,217 of escrowed funds was released by the lender to fund leasing costs
and other capital projects at the property. The agreement further
prohibits distributions of excess cash flow after full funding of the
escrow accounts. Such excess funds are to be retained and utilized prior
to withdrawing escrow deposits for operating shortfalls, principal payments
and costs associated with additional leasing as approved by the lender.
In addition, the property operates under a ground lease and the joint
venture has not made the scheduled ground lease payments since February
1993. The ground lessor is a general partner of the venture partner. At
December 31, 1998, the total amount of ground lease payments in arrears is
approximately $1,020,000. In this regard, as a condition of the loan
restructure discussed above, the ground lease was amended to provide for
the deferral of any and all ground lease payments since 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. Pursuant to
this amendment, such unpaid ground rent accrues at the lesser of (a)
interest at the amended loan terms or (b) 14% after repayment of the loan
(net of any management fees received by the lessor). However, if the
property produces certain levels of gross receipts (as defined by the
restructed loan) for the years 1998 through 2003, the restructed loan
allows for partial payments of ground rent to be reinstated. Ground rent
payments did not resume in 1998 and, based on current projections, the
venture does not expect ground rent payments to resume in 1999.
<PAGE>
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 in 1996 based upon an analysis of the property's
discounted estimated cash flows over the projected holding period and was
recorded to reduce the venture partner's deficit capital account to its
then estimated recoverable amount. In addition, no additional venture
losses were allocated to the venture partner in 1996. However, the
Cambridge, Massachusetts market, in which the property operates, has been
improving. Based on an analysis of the property's discounted estimated
future cash flows over the projected holding period, recognizing the
improvements in the market, the Partnership resumed the allocation of
losses to the venture partner in 1997. As the Partnership has committed to
a plan to sell or dispose of the property, the property was classified as
held for sale or disposition as of December 31, 1996, and therefore, is no
longer subject to continued depreciation.
The joint venture has been marketing the property for sale and, in
this regard, the Partnership and the unaffiliated venture partner have
reached an agreement in principle to contribute their respective interests
in the property (including their interests as lessees under the ground
lease) to a newly formed joint venture, which includes the underlying
lender. If the agreement is consummated, the Partnership will receive
$9,300,000 and the venture partner will receive $454,545 as well as
interests in the new joint venture in exchange for their respective
interests in the property. In addition, the existing joint venture will no
longer be liable for the underlying mortgage debt (approximately
$48,830,000 at December 31, 1998). There can be no assurances that the
Partnership's interest in the property will be transferred under the terms
of the agreement in principle or under any other terms. However, if the
Partnership is successful in transferring its interest in the property
under the terms of the agreement in principle, the Partnership would no
longer have an ownership interest in the property and would recognize a
significant gain for financial reporting and Federal income tax purposes
with approximately $9,300,000 (less transaction costs) in distributable
proceeds in 1999.
There are certain risks associated with the Partnership's investment
made through joint venture, including the possibility that the
Partnership's joint venture partner might become unable or unwilling to
fulfill its financial or other obligations, or that the joint venture
partner may have economic or business interests or goals that are
inconsistent with those of the Partnership. Under certain circumstances,
either pursuant to the venture agreement or due to the Partnership's
obligations as a general partner, the Partnership may be required to make
additional cash contributions to the venture.
MALL OF MEMPHIS
In March 1993, the venture finalized, in the form of a third mortgage
loan from the lender for its other mortgage loans, additional financing of
$7,600,000 for ten years at a rate of 10% per annum. The Partnership's
share of the funding in 1993 was $4,719,095 (net of closing costs). Of the
amount funded, the Partnership was required to deposit $1,000,000 in an
escrow account as security against any currently undiscovered environmental
issues.
The Partnership had 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 net
operating deficits. The Partnership has 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. At December 31, 1998, these
<PAGE>
notes had an aggregate principal balance of $39,676,002 and accrued but
unpaid interest of approximately $2,746,000. As a result, the Partnership
is in default and these mortgage notes have been classified as current in
the accompanying consolidated financial statements. The lender agreed to
allow the Partnership to recoup its 1997 advance from 1998 operating cash
flow before proceeding to realize on its security in the property. As of
the date of this report, the Partnership has recouped its 1997 advance and
has remitted $2,748,958 to the lender representing property cash flow for
the year ended December 31, 1998. Such cash flow payments were net of
repayment of the Partnership's 1997 advance and estimated future operating
deficits related to real estate tax obligations. Accordingly, the
Partnership has classified all property cash as restricted at December 31,
1998. The Partnership expects the lender to proceed to realize on its
security during the second quarter of 1999. This will result in the
Partnership no longer having an ownership interest in the property and
would result in a gain for financial reporting and Federal income tax
purposes with no corresponding distributable proceeds in 1999.
In August 1995, the Partnership purchased the venture partner's 36.94%
interest in Mall of Memphis and concurrently admitted the General Partner
of the Partnership to the venture with a .1% interest. Accordingly, the
Partnership has accounted for its investment in Mall of Memphis as wholly-
owned as of August 1995. The purchase price was approximately $5,500,000,
of which $500,000 (plus certain closing costs) was paid in cash at closing
with the balance represented by a $5,000,000 promissory note. Interest
accrues on the unpaid balance of the promissory note at a rate of 8.0% per
annum from the acquisition date and is payable June 1 of each year solely
to the extent of 36.94% of the venture's annual cash flow (as defined) for
the preceding calendar year, with any unpaid interest also accruing
interest at 8.0% per annum. The note is non-recourse and is secured only by
the purchased venture partner's interest. However, the Partnership
guaranteed the venture partner (seller), on a recourse basis, that the
interest payment paid on June 1, 1996 shall be no less than $300,000 and
that the interest payment to be paid on June 1, 1997 shall be no less than
$600,000 less the amount actually paid by the Partnership on June 1, 1996.
The Partnership made the June 1, 1997 guaranteed payment in December 1998.
However, the Partnership had been in default until December 1998 and the
$5,000,000 note payable was classified as current in the accompanying
consolidated financial statements at December 31, 1997. 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. Any
amounts required to be paid in excess of the interest accrued to date is
applied to the outstanding principal balance of the note. The promissory
note requires repayment of principal and all accrued interest at maturity
(subject to reduction under certain circumstances related to the property's
market value) which is the earlier of August 2002 (lender has two five-year
options to extend) or upon sale of the property. The venture partner has a
right of first opportunity (as defined) to purchase the property.
In May 1994, an affiliate of the General Partners had assumed management
of the property. Such affiliate had agreed at such time to pay the former
manager (an affiliate of the venture partner) an annual fee of $50,000 as
compensation for the assumption of the management contract. In conjunction
with the August 1995 transfer of the venture partner's interest, the
venture partner's rights to this annual management contract assumption fee
were assigned to the Partnership and settled for $250,000 by such affiliate
(subject to ratable refund by the Partnership should the management
agreement be terminated prior to January 1, 2001).
Current and anticipated market conditions 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.
<PAGE>
SCOTLAND YARD - PHASE I AND II APARTMENTS AND
EL DORADO VIEW APARTMENTS
In December 1990, the Partnership obtained replacement mortgage loans
from an institutional lender to retire the existing long-term mortgage
notes secured by the Scotland Yard - Phase I and II and El Dorado View
apartment complexes. The loans provided for payment of contingent interest
equal to 35% of the amount by which gross receipts attributable to a
calendar year (all as defined) exceed a base amount. For the fiscal year
ended 1996, contingent interest was approximately $230,000. In the event
that these properties were sold 90 days or earlier before the maturity date
of the loan, the lender was entitled to a prepayment penalty of 6% of the
mortgage principal and, in general, the higher of 65% of the sale proceeds
or ten times the highest contingent interest amount in any of the three
full calendar years preceding the sale (all as defined). The lender was
also entitled to additional contingent interest if such prepayment penalty,
as calculated above, was less than certain internal rates of return
(13.25%-14.00%) as defined in the note. The Partnership recorded an
accrual for such additional contingent interest of $4,239,104 as deferred
accrued interest. The lender had the right (with 120 days prior
notification) to call the remaining loans (at par) at any time after
January 1, 1996.
The properties were classified as held for sale as of April 1, 1996,
and therefore, were not subject to continued depreciation.
On November 1, 1996, the Partnership sold the Scotland Yard Apartments
Phase I and II located in Houston, Texas for $23,200,000 (before closing
costs and prorations). A major portion of the sale proceeds was utilized
to retire the mortgage loans totaling $18,815,000. The Partnership
received approximately $3,787,000 in connection with the sale after all
fees and closing costs. Of this amount, the lender received an additional
amount of approximately $2,329,000 as participation in the sale proceeds,
as required by the mortgage note, as discussed above. Therefore, the
Partnership received a net amount of cash of approximately $1,458,000. As
a result of the sale, the Partnership recognized a gain of $10,582,373 and
an extraordinary gain of $1,180,286, due to the retirement of deferred
accrued interest related to the mortgage note, for financial reporting
purposes. In addition, the Partnership recognized a gain of $17,772,687
for Federal income tax purposes in 1996.
On July 23, 1996, the Partnership sold the El Dorado View apartment
complex located in Houston, Texas for $6,600,000 (before closing costs and
prorations). The property was sold together with another apartment
property which was owned by a partnership sponsored by an affiliate of the
Corporate General Partner. A major portion of the sale proceeds was
utilized to retire the related underlying mortgage principal of $4,695,000.
The Partnership received approximately $1,752,000 in connection with the
sale after all fees and closing costs. Of this amount, the lender received
an additional amount of approximately $1,051,000 as participation in the
sale proceeds as required by the mortgage note, as discussed above.
Therefore, the Partnership received a net amount of cash of approximately
$701,000. As a result of the sale, the Partnership recognized a $2,698,346
gain for financial reporting and recognized a gain of $5,438,130 for
Federal income tax purposes in 1996.
PAVILLION TOWERS, AURORA, COLORADO
During April 1986, the Partnership sold its interest in Am-Car Real
Estate Partnership-I ("Am-Car") (which owned the Pavillion Towers office
complex located in Aurora, Colorado) to its venture partners for $1,000,000
in cash, promissory notes aggregating $3,750,000 and the venture partners'
assumption of the Partnership's share of the debt encumbering the property.
The two promissory notes of $3,000,000 and $750,000 bore interest at
various rates and were due in April 1996. Beginning in 1991, the
Partnership had not received the scheduled interest payments of $15,000 on
<PAGE>
the $750,000 note and the 1993 or 1994 scheduled interest payments of
$60,000 each on the $3,000,000 note. The Partnership received a $200,000
settlement in 1996 with one of the makers of the $3,000,000 note. During
the fourth quarter of 1998, the Partnership received $400,000 representing
a final settlement from the other maker of the $3,000,000 note. Although
these notes were secured by personal guarantees from principals of the
venture partner, the Partnership made a final determination in 1998, after
exhausting all its legal options, that all remaining past due and future
amounts from these notes were uncollectible and the remaining balances of
each note were written off. Due to the uncertainty of collection of all
past due and future amounts from these notes, a $527,774 reserve had been
established at December 31, 1993, which was reduced to $327,774 in 1996 as
a result of the $200,000 receipt, to reduce the notes receivable balance to
an amount not to exceed the related deferred gain on sale.
The sale was accounted for by the installment method whereby the gain
on sale of $3,057,695 (net of discount on the promissory notes receivable
of $1,682,305) was recognized as collections of principal were received.
Effective January 1, 1990, the Partnership adopted the cost recovery method
of accounting. Accordingly, $400,000 $0 and $200,000 of gain was
recognized in 1998, 1997 and 1996, respectively.
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. However, the joint venture was not
given an opportunity to purchase the property as required by the previous
settlement with the lender. 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 judgement and
dismissed the lawsuit. In dismissing the action, the court apparently
relied upon a release given by the management company (an affiliate of the
Partnership's Corporate General Partner) relative to the settlement of its
claims against the lender and the termination of its management contract
for the property. Such settlement was the result of claims made by the
management company in a separate lawsuit, due to the non-payment of
management fees. Though the intent of the management company in providing
the release was confined to matters relative to management only, the court
apparently ruled that it covered the earlier transaction with the joint
venture as well. The joint venture has appealed such dismissal. In
addition, the former lender has filed an action against the joint venture
for fees expended in the litigation. 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. As of
the date of this report, the joint venture does not anticipate reimbursing
the former lender for fees expended in the litigation. There can be no
assurance that the litigation will ultimately be successful or that the
Partnership will ultimately realize any amounts (or avoid any further
payments) with respect thereto. If the joint venture is unable to
negotiate a settlement in such lawsuit, the Partnership may elect to
contribute its share of the outstanding judgment for the lender's legal
fees and then withdraw from the joint venture. Such election would be
based upon, among other things, a determination by the Partnership that the
expected gain from litigation, taking into account the prospects for
success, would likely be insufficient to offset the costs of operating the
Partnership through a lengthy appeal process.
<PAGE>
<TABLE>
LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1998 and 1997:
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
10% first mortgage note (in default); secured by the Mall
of Memphis shopping center in Memphis, Tennessee; payable
in monthly installments of principal and interest of $279,823
through January 1, 2018; additional interest payable equal
to 20% of certain rents in excess of a specified level
($0 in 1998 and 1997) . . . . . . . . . . . . . . . . . . . . . . . $ 29,034,462 29,034,462
14-1/2% second mortgage note (in default); secured by the
Mall of Memphis shopping center in Memphis, Tennessee;
payable in monthly installments of principal and interest
of $41,958 through January 1, 2018. . . . . . . . . . . . . . . . . 3,280,282 3,280,282
10% third mortgage note (in default); secured by the Mall
of Memphis shopping center in Memphis, Tennessee;
payable in monthly installments of principal and interest
of $66,696 through April 1, 2003. . . . . . . . . . . . . . . . . . 7,361,258 7,361,258
First mortgage note payable secured by the Riverfront office
building in Cambridge, Massachusetts; payable in monthly
installments of interest only at rates ranging from 6% to
9% (7% beginning January 1, 1998) until December 31, 2007, or
prepayment date, when the remaining balance, including the
Minimum Return and Residual Amount (as defined), is payable;
interest accrued at an effective rate of approximately 9.7%
commencing November 1995. . . . . . . . . . . . . . . . . . . . . . 48,830,304 46,713,811
8% promissory payable; secured by the Partnership's
purchased interest in the Mall of Memphis Associates;
payable annually to the extent of Net Cash Flow (as defined);
subject to certain guaranteed minimum payments in 1996 and 1997;
due August 8, 2002 (Lender has two five-year options to
extend at the lesser of the outstanding balance of the
loan or the Lenders Market Share (as defined)). . . . . . . . . . . 5,000,000 5,000,000
------------ -----------
Total debt. . . . . . . . . . . . . . . . . . . . . . . . . 93,506,306 91,389,813
Less current portion of long-term debt. . . . . . . . . . . 39,676,00244,676,002
------------ -----------
Total long-term debt. . . . . . . . . . . . . . . . . . . . $53,830,304 46,713,811
============ ===========
</TABLE>
<PAGE>
Five year maturities of long-term debt are as follows:
1999. . . . . . . . . . $ 39,676,002
2000. . . . . . . . . . --
2001. . . . . . . . . . --
2002. . . . . . . . . . 5,000,000
2003. . . . . . . . . . --
===========
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or other
disposition of investment properties are allocated first to the General
Partners in an amount equal to the greater of the amount distributable to
the General Partners from the proceeds of any such sale (as described
below) or 1% of the profits from the sale. Losses from the sale or other
disposition of investment properties will be allocated 1% to the General
Partners. The remaining sale profits and losses will be allocated to the
Limited Partners.
The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event which would
cause the deficit balance in absolute amount in the capital account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the capital account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.
The General Partners are not required to make any capital contribu-
tions except under certain limited circumstances upon dissolution and
termination of the Partnership. Distributions of "net cash receipts" of
the Partnership are allocated 90% to the Limited Partners and 10% to the
General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).
The Partnership Agreement provides that the Limited Partners shall
receive 99% and the General Partners shall receive 1% of the sale or
refinancing proceeds of a real property (net after expenses and retained
working capital) until the Limited Partners (i) have received cash
distributions of sale or refinancing proceeds in an amount equal to the
Limited Partners' aggregate initial capital investment in the Partnership,
and (ii) have received cumulative cash distributions from the Partnership's
operations which when combined with sale or refinancing proceeds previously
distributed, equal to a 6% annual return on the Limited Partners' average
capital investment for each year (their initial capital investment as
reduced by sale or refinancing proceeds previously distributed) commencing
with the first fiscal quarter of 1983. After such distributions, the
General Partners shall receive (to the extent not previously received)
proceeds up to 3% of the aggregate sales price of properties previously
sold by the Partnership with any remaining proceeds allocated 85% to the
Limited Partners and 15% General Partners. The Limited Partners shall
receive 100% of such net sale or refinancing proceeds until the Limited
Partners have received cash distributions of such net sale or refinancing
proceeds in an amount equal to the Limited Partners' aggregate initial
capital investment in the Partnership. If upon the completion of the
liquidation of the Partnership and the distribution of all Partnership
funds the Limited Partners have not received cash disbursements to satisfy
this requirement, the General Partners will be required to return all of
the 1% distribution of net sale or refinancing proceeds received to date,
which as of December 31, 1998 aggregate approximately $208,000. The
Limited Partners are not expected to receive cash distributions of sale or
refinancing proceeds in an amount equal to their initial capital
investment.
<PAGE>
Allocations among the partners in the accompanying accrual basis
consolidated financial statements have been made in accordance with the
provisions of the Partnership Agreement and the venture agreements. The
allocation percentages may differ from year to year based on future events.
Differences may therefore result between allocations among the partners on
the GAAP basis and the tax basis. Such differences would have no
significant effect on total assets, total partners' capital or net loss.
MANAGEMENT AGREEMENTS
An affiliate of the General Partners performs property management and
leasing services at the Mall of Memphis. Leasing commissions at the Mall
of Memphis are calculated at a rate, which approximates market, based on
the terms of the related lease.
LEASES - AS PROPERTY LESSOR
At December 31, 1998, the Partnership's and its consolidated ventures'
principal assets are one office building and one enclosed shopping mall.
The Partnership has determined that all leases relating to these properties
are properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding the
cost of land, is depreciated over their estimated useful lives. Leases
with office building and shopping center tenants range in term from one to
twenty-nine years and provide for fixed minimum rent and partial
reimbursement of operating costs. In addition, leases with shopping center
tenants provide for additional rent based upon percentages of tenant sales
volumes. With respect to the Partnership's shopping center investment, a
substantial portion of the ability of retail tenants to honor their leases
is dependent upon the retail economic sector.
Cost of the leased assets net of accumulated depreciation are
summarized as follows at December 31, 1998:
Shopping mall:
Cost . . . . . . . . . . . . . . $ 53,781,695
Accumulated depreciation . . . . (24,011,856)
------------
29,769,839
------------
Office buildings:
Cost . . . . . . . . . . . . . . 40,892,552
Accumulated depreciation . . . . (17,165,259)
------------
23,727,293
------------
Total. . . . . . . . . . . . . . . $ 53,497,132
============
Minimum lease payments, including amounts representing executory costs
(e.g., taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
commercial operating lease agreements, are as follows:
1999 . . . . . . . . . . . . . . $12,873,319
2000 . . . . . . . . . . . . . . 12,262,307
2001 . . . . . . . . . . . . . . 11,314,034
2002 . . . . . . . . . . . . . . 7,524,869
2003 . . . . . . . . . . . . . . 3,312,667
Thereafter . . . . . . . . . . . 8,672,682
-----------
Total. . . . . . . . . . . . . . $55,959,878
===========
<PAGE>
Additional contingent rent (based on sales by property tenants)
included in consolidated rental income was as follows for the years ended
December 31, 1998, 1997 and 1996:
1996 . . . . . . . . . . . . . . $300,141
1997 . . . . . . . . . . . . . . --
1998 . . . . . . . . . . . . . . 25,308
========
LEASES - AS PROPERTY LESSEE
The following lease agreement has been determined to be an operating
lease.
The Riverfront venture owns a net leasehold interest which expires in
2061 (subject to a 19-year extension) in the land underlying the Cambridge,
Massachusetts office building. The lease provides for annual rent equal to
the greater of 2% of gross income from the property or a minimum amount
(which increases on a fixed schedule from $132,700 at inception,to $298,575
for the years 2007 through 2080). The joint venture has not made the
scheduled ground lease payments since February 1993. At December 31, 1998,
the total amount of deferred and accrued ground lease expense is
approximately $1,020,000. Reference is made to the Riverfront venture
agreement discussed above regarding the waiver of any and all scheduled
ground rent payments due under the lease since February 1993 in conjunction
with a loan restructure with the mortgage lender.
Future minimum rental commitments under this lease are as follows:
1999. . . . . . . . . . $ 212,230
2000. . . . . . . . . . 212,230
2001. . . . . . . . . . 212,230
2002. . . . . . . . . . 252,130
2003. . . . . . . . . . 252,130
Thereafter. . . . . . . 17,178,015
-----------
Total . . . . . . . . . $18,318,965
===========
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of and for the years ended December 31, 1998, 1997 and
1996 are as follows:
UNPAID AT
DECEMBER 31,
1998 1997 1996 1998
-------- -------- -------- ------------
Property management
and leasing fees . . . .$ 223,545 302,061 289,483 --
Insurance commissions . . 33,467 25,117 27,639 --
Reimbursement (at cost)
for accounting
services . . . . . . . . 26,079 19,001 9,141 7,331
Reimbursement (at cost)
for portfolio manage-
ment services. . . . . . 32,619 39,521 24,234 7,686
Reimbursement (at cost)
for legal services . . . 13,346 7,364 5,451 3,447
<PAGE>
UNPAID AT
DECEMBER 31,
1998 1997 1996 1998
-------- -------- -------- ------------
Reimbursement (at cost)
for out-of-pocket
salary and salary-
related to the on-site
and other costs for
the Partnership and
its investment
properties . . . . . . . 14 28 -- --
-------- ------- ------- ------
$329,070 393,092 355,948 18,464
======== ======= ======= ======
The Corporate General Partner had deferred payment of partnership
management fees of $11,936. In addition, distributions to the General
Partners of 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.
<PAGE>
<TABLE> SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
<CAPTION>
INITIAL COST TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) AT CLOSE OF PERIOD (B)
--------------------------- COSTS ----------------------------------------
LAND AND BUILDINGS CAPITALIZED LAND AND BUILDINGS
LEASEHOLD AND SUBSEQUENT TO LEASEHOLD AND
ENCUMBRANCE INTEREST IMPROVEMENTS ACQUISITION INTEREST IMPROVEMENTS TOTAL (E)
----------- ----------- ------------ -------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
OFFICE
BUILDINGS:
Cambridge,
Massachu-
setts (D) . .$48,830,304 (C) 27,114,515 13,778,037 (C) 40,892,552 40,892,552
SHOPPING
MALL:
Memphis,
Tennessee
(D) . . . . . 39,676,002 3,608,935 39,870,758 10,302,002 3,403,077 50,378,618 53,781,695
----------- ---------- ----------- ---------- ---------- ----------- -----------
Total . . .$88,506,306 3,608,935 66,985,273 24,080,039 3,403,077 91,271,170 94,674,247
=========== ========== =========== ========== ========== =========== ===========
</TABLE>
<PAGE>
<TABLE> SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1998
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(F) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
OFFICE BUILDINGS:
Cambridge, Massachusetts
(D) . . . . . . . . . . $ 17,165,259 1983 10/22/81 5-30 years 1,328,949
SHOPPING MALL:
Memphis,
Tennessee (D) . . . . . 24,011,856 1981 8/3/81 5-30 years 911,488
----------- ---------
Total . . . . . . . . $41,177,115 2,240,437
=========== =========
<FN>
- ------------------
(A) The initial cost to the Partnership represents the original purchase price of the properties, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1998 for Federal income tax purposes was
approximately $107,391,000.
(C) Property operated under ground lease; see the Notes.
(D) Properties owned and operated by joint ventures; see the Notes.
</TABLE>
<PAGE>
<TABLE> SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
(E) Reconciliation of real estate owned:
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . $ 93,528,000 184,599,017 209,499,155
Additions during period. . . . . . . . . . . . . 1,146,247 1,627,130 3,038,590
Reductions during period . . . . . . . . . . . . -- (92,698,147) (27,938,728)
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . $ 94,674,247 93,528,000 184,599,017
============ ============ ============
(F) Reconciliation of accumulated depreciation:
Balance at beginning of period . . . . . . . . . $ 41,177,115 75,870,082 81,997,627
Depreciation expense . . . . . . . . . . . . . . -- 1,009,322 6,110,344
Reductions during period . . . . . . . . . . . . -- (35,702,289) (12,237,889)
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . $ 41,177,115 41,177,115 75,870,082
============ ============ ============
</TABLE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes of or disagreements with accountants during
fiscal years 1998 and 1997.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation. Substantially all of the
outstanding stock of JMB is owned, directly or indirectly, by certain of
its officers, directors, members of their families, and their affiliates.
JMB, as the Corporate General Partner, has responsibility for all aspects
of the Partnership's operations, subject to the requirement that sales of
real property must be approved by the Associate General Partner of the
Partnership, ABPP Associates, L.P. (formerly known as Realty Associates-XI,
L.P.), an Illinois limited partnership with JMB as its sole general
partner. The limited partners of the Associate General Partner are
generally officers, directors and affiliates of JMB or its affiliates.
The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants and/or for the sale of property.
Because the timing and amount of cash distributions and profits and losses
of the Partnership may be affected by various determinations by the General
Partners under the Partnership Agreement, including whether and when to
sell a property, the establishment and maintenance of reasonable reserves
and the determination of the sources (i.e., offering proceeds, cash
generated from operations or sale proceeds) and uses of such reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.
The names, positions held and length of service therein of each
director and the executive and certain other officers of the Corporate
General Partner are as follows:
<PAGE>
SERVED IN
NAME OFFICE OFFICE SINCE
---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 2, 1999. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 2,
1999. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the Corporate General Partner of Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-
XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-
XV") and Carlyle Income Plus, Ltd.-II ("Carlyle Income Plus-II"), and the
managing general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"),
JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties,
Ltd.-X ("JMB Income-X") and JMB Income Properties, Ltd.-XI ("JMB Income-
XI"). JMB is also the sole general partner of the associate general
partner of most of the foregoing partnerships. Most of the foregoing
officers and directors are also officers and/or directors of various
affiliated companies of JMB including Arvida/JMB Managers, Inc. (the
general partner of Arvida/JMB Partners, L.P. Most of such directors and
officers are also partners, directly or indirectly, of certain partnerships
which are associate general partners in the following real estate limited
partnerships: the Partnership, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, JMB
Income-VII, JMB Income-X, JMB Income-XI and Carlyle Income Plus-II.
<PAGE>
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 61) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is also a director of Urban Shopping Centers, Inc., an affiliate
of JMB that is a real estate investment trust in the business of owning,
managing and developing shopping centers. He is also a director of Chisox
Corporation, which is the general partner of a limited partnership that
owns the Chicago White Sox Major League Baseball team, and CBLS, Inc.,
which is the general partner of the general partner of a limited
partnership that owns the Chicago Bulls National Basketball Association
team. He is a Certified Public Accountant.
Neil G. Bluhm (age 61) is an individual general partner of JMB Income-
V. Mr. Bluhm has been associated with JMB since August, 1970. Mr. Bluhm
is also a principal of Walton Street Capital L.L.C., which sponsors real
estate investment funds, and a director of Urban Shopping Centers, Inc. He
is a member of the Bar of the State of Illinois and a Certified Public
Accountant.
Burton E. Glazov (age 60) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December
1990. Mr. Glazov is currently retired. He is a member of the Bar of the
State of Illinois.
Stuart C. Nathan (age 57) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 65) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.
John G. Schreiber (age 52) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
which is engaged in the real estate investment business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors, L.P., an
affiliate of the Blackstone Group, L.P. Mr. Schreiber is also a director
of Urban Shopping Centers, Inc., Host Marriott Corporation, the Brickman
Group, Ltd., which is engaged in the landscape maintenance business, and a
number of investment companies advised or managed by T. Rowe Price
Associates, Inc. and its affiliates and trustee of Amli Residential
Property Trust. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.
H. Rigel Barber (age 50) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 51) has been associated with JMB since December,
1979. It is expected that Mr. Emig will leave his position with JMB on or
about May 31, 1999 and his responsibilities will be taken over by various
other officers of JMB. Prior to becoming Executive Vice President of JMB
in 1993, Mr. Emig was Executive Vice President and Treasurer of JMB
Institutional Realty Corporation. He holds a Masters degree in Business
Administration from the Harvard University Graduate School of Business and
is a Certified Public Accountant.
Gary Nickele (age 46) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 50) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 63) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. Reference is also made to the Notes for a
description of such transactions, distributions and allocations. In 1997
and 1996, no cash distributions were paid to the General Partners. In
1998, the General Partners were paid distributions of $7,162 and management
fees of $11,936 which had been deferred since 1991.
Urban Retail Properties, Co., an affiliate of the Corporate General
Partner, provided property management and leasing services at the Mall of
Memphis during 1998. In 1998, such affiliate earned and received property
management and leasing fees amounting to $223,545. As set forth in the
Prospectus of the Partnership, the Corporate General Partner must negotiate
such agreements on terms no less favorable to the Partnership than those
customarily charged for similar services in the relevant geographical area
(but in no event at rates greater than 5% of the gross income from a
property), and such agreements must be terminable by either party thereto,
without penalty, upon 60 days' notice.
JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1998
aggregating $33,467 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.
The Corporate General Partner of the Partnership and their affiliates
may be reimbursed for their salaries, salary-related and direct expenses
relating to the administration of the Partnership and the acquisition and
operation of the Partnership's real property investments. In 1998, the
Corporate General Partner of the Partnership was due reimbursement for such
expenses in the amount of $72,058. Cumulative amounts unpaid at
December 31, 1998 were $18,464.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner to its affiliates is set
forth above in Item 10.
In July 1997 BRE/ROPA, Inc. ("BRE/ROPA") acquired the interest of
Teachers Insurance and Annuity Association of America, Inc. (TIAA") as the
lender under the mortgage loan secured by the Riverfront Office Building,
in which the Partnership owns an interest through a joint venture (the
"Riverfront Venture") with an unaffiliated third party (the "RV Partner").
John G. Schreiber is (i) a director of JMB Realty Corporation ("JMB"),
which is the Corporate General Partner of the Partnership, and (ii) a
limited partner in the Associate General Partner of the Partnership. (JMB
is also the general partner of the Associate General Partner.) Mr.
Schreiber and his family members, directly or indirectly, own limited
partnership interests in Blackstone Real Estate Advisors, L.P. ("BREA") and
certain of its affiliates, through which Mr. Schreiber and his family
members have an interest of up to approximately 2.4% of the profits of
BRE/ROPA and are entitled to receive a portion of the asset management fees
paid by BRE/ROPA to BREA. As a result of its acquisition of the loan,
BRE/ROPA is entitled to receive payments due, and otherwise exercise the
rights of the lender, under the mortgage loan, including the right to
receive a residual amount of approximately 50% of the proceeds from a sale
of the property in excess of the lender's minimum internal rate of return
amount for the loan. Reference is made to the discussion under "Riverfront
Office Building" in the Notes to Consolidated Financial Statements filed
with this report for further information concerning the terms of the loan.
BRE/ROPA negotiated its acquisition of the lender's interest under the
mortgage loan, directly with TIAA. The terms of the mortgage loan, which
had an outstanding principal balance of approximately $48,830,000 at
December 31, 1998, were not changed in connection with the transaction.
<PAGE>
In addition, the Riverfront Venture has reached an agreement in
principle with BRE/Riverfront LLC ("BRE/Riverfront"), pursuant to which the
Riverfront Venture would contribute its interest in the Riverfront Office
Building (including its interest as lessee under a ground lease) to
BRE/Riverfront in exchange for which the Partnership would receive $9.3
million (subject to increase if the closing of the transaction was deferred
beyond a specified time period) and certain partners in the RV Partner
would receive interests in BRE/Riverfront. Mr. Schreiber and his family
members, directly or indirectly, through their ownership of limited
partnership interests in BREA and certain of its affiliates, have an
interest of up to approximately 2.4% of the profits of BRE/Riverfront and
may also invest in BRE/Riverfront up to a specified percentage (generally
not in excess of 2%) of the equity capital invested by BREA and its
affiliates and will be entitled to receive any profits from such investment
in proportion to their equity capital invested. Mr. Schreiber and his
family members will also be entitled to receive a portion of asset
management fees to be paid by BRE/Riverfront to BREA in the event that the
transaction closes.
The sale or other disposition of the Riverfront Office Building is
subject to various conditions, including, without limitation, the
negotiation and execution of a binding agreement for such transaction. The
price and other terms of the agreement in principle for the transaction
have been determined by arm's-length negotiation. The decisions on behalf
of the Partnership (either for itself or as one of the venture partners in
the Riverfront Venture) to enter into the agreement in principle and a
binding agreement for the transaction have been and will be made by JMB,
which, as noted above, is the Corporate General Partner (and the general
partner of the Associate General Partner) of the Partnership. Mr.
Schreiber has not participated nor will he participate in any of JMB's
decisions on behalf of the Partnership in regard to the transaction, and
Mr. Schreiber has not participated nor will he participate in the decisions
of BRE/Riverfront in regard to the consideration to be paid to the
Partnership for its interest in the Riverfront Office Building.
<PAGE>
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Interests of the
Partnership.
(b) The Corporate General Partner, its officers and directors and the Associate General Partner beneficially own the following
Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 85 Interests directly Less than 1%
Limited Partnership
Interests Corporate General 85 Interests directly Less than 1%
Partner, its
officers and
directors and
the Associate
General Partner
as a group
<FN>
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire beneficial ownership
of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c) There exists no arrangements, known to the Partnership, the operation of which may at a subsequent date result in a
change in control of the Partnership.
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements filed
with this annual report).
(2) 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 Form 10-K Report
for December 31, 1994 filed on March 27, 1995.
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 Form 10-K
Report for December 31, 1994 filed on March 27, 1995.
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, 1994 dated on March 27, 1995.
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.
<PAGE>
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.
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.
10-F.Purchase Agreement dated July 23, 1996 related to the
sale of El Dorado View Apartments in Houston, Texas, by and between Carlyle
Real Estate Limited Partnership - XI and Meridian Capital Corporation, is
hereby incorporated by reference to the Partnership's Report for September
30, 1996 on Form 10-Q (File No. 0-10494) dated November 8, 1996.
10-G.Purchase Agreement dated November 1, 1996 related to
the sale of Scotland Yard Apartments - Phase I and II in Houston, Texas, by
and between Carlyle Real Estate Limited Partnership-XI and FCS Realty, LLC,
is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-10494) dated March 21, 1997.
10-H.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.
<PAGE>
10-I.Purchase Agreement and Exhibits thereto between
Carlyle/National City Associates and BRE/City Center, LLC dated December 3,
1997 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-10494) dated January 16, 1998.
21. List of Subsidiaries.
24. Powers of Attorney
27. Financial Data Schedule
_____________
* Previously filed in Exhibits 3-A, 3-B and 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.
(b) No reports on Form 8K were filed since the beginning of the last
quarter covered by this report.
No annual report or proxy material for the fiscal year 1998 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership 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
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 22, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Corporate General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 22, 1999
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 22, 1999
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 22, 1999
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 22, 1999
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 22, 1999
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 22, 1999
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 22, 1999
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 22, 1999
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----
3-A. The Prospectus of the
Partnership dated May 8,
1981 Yes
3-B. Amended and Restated Agreement of
Limited Partnership Yes
4-A. Mortgage loan documents secured
by the 767 Third Avenue
Office Building Yes
4-B. Mortgage loan documents secured
by the Mall of Memphis Yes
4-C. First through third mortgage
loan documents secured by the
Riverfront Office Building Yes
4-D. Fourth mortgage loan document
secured by the Riverfront
Office Building Yes
4-E. Deed of trust note dated
March 31, 1993 secured by the
Mall of Memphis Yes
4-F. Loan Repayment Agreement
secured by the Riverfront
Office Building Yes
10-A. Acquisition documents related
to the 767 Third Avenue
Office Building Yes
10-B. Acquisition documents related
to the Mall of Memphis Yes
10-C. Acquisition documents related
to the Riverfront Office Building Yes
10-D. Amended and Restated Promissory
Note, between Carlyle/National
City Center Office Building Yes
10-E. Acquisition documents relating
to the purchase by the Partnership
of the venture partner's interest
in the Mall of Memphis Yes
10-F. Purchase Agreement related to
the Sale of the El Dorado View
Apartments Yes
10-G. Purchase Agreement related to
the sale of the Scotland Yard
Apartments - Phase I and II Yes
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
EXHIBIT INDEX - CONTINUED
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----
10-H. Agreement of Sale between
Carlyle Real Estate Limited
Partnership - XI and John Street
Fee LLC. Yes
10-I. Purchase Agreement and Exhibits
thereto between Carlyle/National
City Associates and BRE/City
Center, LLC. Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a partner of Riverfront Office Park Joint Venture,
a general partnership which holds title to the Riverfront Office Building
in Cambridge, Massachusetts. The developer of the property was a partner
in the joint venture.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - XI, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1998, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 30th day of January, 1999.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1998,
and any and all amendments thereto, the 30th day of January, 1999.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - XI, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1998, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 30th day of January, 1999.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1998,
and any and all amendments thereto, the 30th day of January, 1999.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,240,125
<SECURITIES> 0
<RECEIVABLES> 6,109,958
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,350,083
<PP&E> 53,497,132
<DEPRECIATION> 0
<TOTAL-ASSETS> 66,082,605
<CURRENT-LIABILITIES> 45,650,512
<BONDS> 53,830,304
<COMMON> 0
0
0
<OTHER-SE> (33,650,262)
<TOTAL-LIABILITY-AND-EQUITY> 66,082,605
<SALES> 18,298,367
<TOTAL-REVENUES> 18,753,207
<CGS> 0
<TOTAL-COSTS> 9,608,886
<OTHER-EXPENSES> 963,941
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,214,385
<INCOME-PRETAX> (1,034,005)
<INCOME-TAX> 0
<INCOME-CONTINUING> (725,993)
<DISCONTINUED> 400,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (325,993)
<EPS-PRIMARY> (2.19)
<EPS-DILUTED> (2.19)
</TABLE>
