SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1995 Commission file number 0-12433
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(Exact name of registrant as specified in its charter)
Illinois 36-3149589
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 21
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 2,046,932 30,504,207
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 10,124,971 1,944,746
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,179,221 1,255,777
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,470 102,740
Escrow deposits (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,597,408 2,403,305
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 14,989,002 36,210,775
------------ ------------
Investment properties, at cost:
Land and leasehold interest. . . . . . . . . . . . . . . . . . . . . . . . . . 17,171,695 17,171,695
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . 105,133,916 105,128,812
------------ ------------
122,305,611 122,300,507
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . (40,206,296) (39,346,202)
------------ ------------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . 82,099,315 82,954,305
------------ ------------
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455,421 471,479
Venture partners' deficits in ventures . . . . . . . . . . . . . . . . . . . . . . 5,467,081 5,376,969
------------ ------------
$103,010,819 125,013,528
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
Current liabilities:
Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,856,339 --
Current portion of long-term debt (notes 3 and 6). . . . . . . . . . . . . . . . 1,720,891 1,683,440
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527,351 509,302
Amounts due to affiliates (note 5) . . . . . . . . . . . . . . . . . . . . . . . 224,369 224,203
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719,917 378,976
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,508,245 2,337,868
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 992,451 533,509
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 7,549,563 5,667,298
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,506 22,734
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . 77,683,140 78,051,656
------------ ------------
Commitments and contingencies (notes 1, 2, 3 and 4)
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,252,209 98,741,688
Venture partners' equity in ventures . . . . . . . . . . . . . . . . . . . . . . . 484,039 479,813
Deferred gain on sale of investment property . . . . . . . . . . . . . . . . . . . 5,000,000 5,000,000
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,193,731) (8,190,436)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (818,228) (583,877)
------------ ------------
(9,010,959) (8,773,313)
------------ ------------
Limited partners (160,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 141,003,683 141,003,683
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91,469,612) (91,390,527)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (43,248,541) (20,047,816)
------------ ------------
6,285,530 29,565,340
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . . . . . . (2,725,429) 20,792,027
------------ ------------
$103,010,819 125,013,528
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,793,605 10,899,418
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,340 58,675
----------- -----------
6,146,945 10,958,093
----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,286,043 6,012,478
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860,094 2,192,578
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,945,614 4,635,922
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,110 139,510
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 16,058 306,745
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,292 41,386
----------- -----------
6,315,211 13,328,619
----------- -----------
Operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168,266) (2,370,526)
Venture partners' share of
ventures' operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,886 820,803
----------- -----------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (82,380) (1,549,723)
=========== ===========
Net loss per limited
partnership interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (.49) (9.30)
=========== ===========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 145.00 --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (82,380) (1,549,723)
Items not requiring (providing) cash:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860,094 2,192,578
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 16,058 306,745
Amortization of discount on long-term debt . . . . . . . . . . . . . . . . . . . . 73,520 400,976
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . (85,886) (820,803)
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,556 316,906
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,270 85,960
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 884,080 25,667
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (61,361)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,049 (330,485)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 (39,147)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340,941 493,778
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (829,623) (482,792)
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,228) 56,218
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458,942 (52,411)
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 1,789,559 542,106
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,180,225) 934,633
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (5,104) (585,112)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (10,097)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,183) --
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . . . (8,263,512) 339,424
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1995 1994
------------ -----------
Cash flows from financing activities:
Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,856,339 --
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (404,585) (403,449)
Proceeds of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 33,448
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (23,200,725) 63,634
Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . . . . . (234,351) (133,500)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (21,983,322) (439,867)
------------ -----------
Net increase in cash and cash equivalents. . . . . . . . . . . . . . . . . . . (28,457,275) 441,663
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . 30,504,207 2,789,530
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 2,046,932 3,231,193
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 1,945,102 5,117,724
============ ===========
Non-cash investing and financing activities. . . . . . . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1994 which are
included in the Partnership's 1994 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures Carlyle Seattle Associates
("Carlyle Seattle"), Carlyle Seattle's venture, Wright-Carlyle Seattle
("First Interstate") (note 4(b)), Carrara Place Limited ("Carrara") (note
4(c)) and Carlyle/National City Associates ("Carlyle/National City"). The
effect of all transactions between the Partnership and the 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 First Interstate, effective December 1, 1994, due to the sale
of 49.95% of Carlyle Seattle's interest (note 4(b)). Accordingly, the
accompanying consolidated financial statements do not include the accounts
of entities accounted for under the equity method.
The Partnership 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 present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such adjustments are not recorded on the records of the
Partnership. The net effect of these items is summarized as follows for
the three months ended March 31:
1995 1994
----------------------- ------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net loss . . . . . . . $82,380 1,041,654 1,549,723 3,143,513
Net loss per
limited
partnership
interest. . . . . . . $ .49 6.31 9.30 18.29
======= ========== ========== ==========
The net loss per limited partnership interest ("Interest") is based
upon the limited partnership interests outstanding at the end of each
period (160,005). Deficit capital balances will result, throughout the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash 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 pronounce-
ment. 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. In addition, the
Partnership records amounts held in U.S. Government obligations and
certificates of deposit at cost, which approximates market. Therefore, 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
($1,165,702 and $30,086,428 held at March 31, 1995 and December 31, 1994,
respectively) as cash equivalents with any remaining amounts (generally
with original maturities of one year or less) reflected as short-term
investments being held to maturity.
During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.
The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been 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
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain 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.
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current 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 new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(2) VENTURE AGREEMENTS
(a) General
The Partnership currently is a party to three operating joint venture
agreements. In general, the joint venture partners, who are either the
sellers (or their affiliates) of the property investments being acquired,
parties which have contributed an interest in the property being developed,
or were subsequently admitted to the ventures, make no cash contributions
to the ventures, but their retention of an interest in the property,
(through the joint venture,) is taken into account in determining the
purchase price of the Partnership's interest, which is determined by
arm's-length negotiations. Under certain circumstances, either pursuant to
the venture agreements or due to the Partnership's obligations as a general
partner, the Partnership may be required to make additional cash
contributions to the ventures.
One of the ventures' properties produced net cash receipts during the
three months ended March 31, 1995 and 1994. In general, operating profits
and losses are shared in the same ratio as net cash receipts. If there are
no net cash receipts, substantially all profits or losses are allocated in
accordance with the partners' respective economic interests. The
Partnership generally has preferred positions (related to the Partnership's
cash investment in the ventures) with respect to distribution of sale or
refinancing proceeds from the ventures.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's venture partners in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
venture partners may have economic or business interests or goals that are
inconsistent with those of the Partnership.
(b) First Interstate Center
On December 1, 1994, Carlyle Seattle sold 49.95% of its interest in
First Interstate (note 7(d)).
During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between an affiliated joint venture ("Carlyle Seattle")
described below and the developer, a fee ownership of improvements and a
leasehold interest in an office building in Seattle, Washington. Carlyle
Seattle is a joint venture between the Partnership and Carlyle Real Estate
Limited Partnership-X ("C-X"), an affiliated partnership sponsored by the
Corporate General Partner of the Partnership. Under the terms of the First
Interstate venture agreement, Carlyle Seattle made initial cash
contributions aggregating $30,000,000.
The terms of the Carlyle Seattle venture agreement provide that all
the capital contributions will be made in the proportion of 73.3% by the
Partnership and 26.7% by C-X. The initial required contribution by the
Partnership to the Carlyle Seattle venture was $22,000,000. The Carlyle
Seattle venture agreement further provides that all of the venture's share
of First Interstate's annual cash flow, sale or refinancing proceeds,
operating profits and losses, and tax items will be allocated 73.3% to the
Partnership and 26.7% to C-X.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Prior to the sale transaction, Carlyle Seattle was generally entitled
to receive a preferred distribution (on a cumulative basis) of annual cash
flow equal to 8% of its capital contributions to First Interstate.
venture. Cash flow in excess of this preferred distribution was
distributable to the First Interstate joint venture partner up to the next
$400,000 and any remaining annual cash flow was distributable 50% to
Carlyle Seattle and 50% to the First Interstate joint venture partner.
Operating deficits, if any, were shared 50% by Carlyle Seattle and 50% by
the First Interstate joint venture partner. Operating profits or losses of
the First Interstate joint venture generally were allocated in the same
ratio as the allocation of annual cash flow, however, the joint venture
partner was to be allocated not less than 25% of such profits and losses.
In connection with the transaction, the First Interstate Venture
Agreement has been amended to convert Carlyle Seattle's remaining general
partnership interest to a limited partnership interest. Additionally, the
amendment states that no profits, income or gain shall be allocable to
Carlyle Seattle except to the extent that Carlyle Seattle receives
distributions from First Interstate and operating losses shall be allocated
to the extent of Carlyle Seattle's positive capital account balance and
thereafter at 25.025%. The amended Venture Agreement provides that any
distributions to Carlyle Seattle are subordinate to the joint venture
partner's preferred return (as defined). It is not anticipated that any
distributions will be made to Carlyle Seattle from operations subsequent to
the initial sale transaction. Additionally, effective December 1, 1994,
the equity method of accounting has been applied with respect to Carlyle
Seattle's interest in First Interstate as Carlyle Seattle's interest has
decreased to less than 50% and converted to a limited partnership interest.
The office building is managed by an affiliate of the First Interstate
joint venture partner for a fee computed at 2% of base and percentage
rents.
(c) Carrara
In December 1994, the Partnership redeemed its interest in Carrara
Place Limited to the venture (note 4).
The Carrara joint venture agreement provided that operating profits
and losses of the venture were to be allocated 50% to the venture and 50%
to the venture partner. Commencing July 1, 1994, operating profits or
losses were allocated 100% to the Partnership. Gain arising from the sale
or other disposition of the property would be allocated to the venture
partner or partners then having a deficit balance in its or their
respective capital accounts in accordance with the terms of the venture
agreement. Any additional gain would be allocated in accordance with the
distribution of sales proceeds. The lease for Carrara Place Office
Building's major tenant, which represented 46% of the building's leasable
area and provided for rental payments that were significantly greater than
current market rental rates, expired in December 1992 and the tenant
vacated. The Carrara venture initiated discussions with the mortgage
lender regarding a modification to the mortgage loan.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Concurrent with the modification (note 4(b)), the Carrara venture
reorganized such that the Partnership became the sole general partner of
the venture, with its venture partner becoming a limited partner of the
venture. In addition, the property manager (an affiliate of the
unaffiliated venture partner) was replaced effective September 1993. Based
upon an analysis of current and anticipated market conditions, the
Partnership had decided not to commit additional funds to the Carrara Place
Office Building. There had to be a significant improvement in market and
property conditions in order for the value of the property to be greater
than the mortgage pay off amount at any point in time, including accrued
interest. Therefore, it was unlikely that any significant proceeds would
be received by the Partnership from a sale of the property or that the
mortgage loan could be refinanced when it became due.
In conjunction with the modification, the venture had agreed to
transfer title to the lender if the venture failed to pay the loan in full
on the earlier of the extended maturity date or an acceleration of the loan
as a result of the occurrence of an event of default (as defined).
(3) LONG-TERM DEBT
(a) General
All investment properties are pledged as security for long-term debt
which matures at various dates commencing October, 1999. Upon loan
maturity, should the Partnership not seek or be unable to secure new or
additional modifications or extensions to the loans, based upon current and
anticipated future market conditions, the Partnership may not commit any
significant additional amounts to these properties. Such decisions would
be made on a property-by-property basis.
(a) National City Center Office Building
In January 1994, the debt service payments under the existing mortgage
for the National City Center Office Building increased from 9-5/8% to 11-
7/8% until the scheduled maturity of the loan in December 1995.
Carlyle/National City reached an agreement with the current mortgage lender
to refinance the existing mortgage effective April 28, 1994, with an
interest rate of 8.5%. The loan will be amortized over 22 years with a
balloon payment due on April 10, 2001. Carlyle/National City paid a
refundable loan commitment fee of $1,163,524 in 1993 in conjunction with
the refinancing. The fee was applied to accrued interest and the
prepayment penalty of $580,586 based on the outstanding mortgage balance at
the time of refinancing, with the balance of $238,215 refunded to
Carlyle/National City in 1994. In addition, the lender required an escrow
account of $612,000 to be established at the inception of the refinancing
for future tenant improvements costs at the property. The escrowed funds
are 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 Baker & Hostetler lease (as discussed above). The Venture is required
to escrow approximately $313,000 per year in 1994 through 1996 and
approximately $236,000 per year in 1997 and 1998. The Partnership's share
of extraordinary loss on extinguishment of debt ($1,000,547) consisted of
the prepayment penalty, the unamortized loan discount and unamortized loan
fees at the time of refinancing was recorded in 1994.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(b) Stonybrook Apartments
The mortgages on Stonybrook Apartments II matured October 1, 1994
(Stonybrook Apartments I is not subject to a mortgage loan) with an
outstanding balance of approximately $4,807,000 at September 30, 1994. The
Partnership refinanced the $4,152,600 first mortgage loan and extended the
maturity date to October 1, 1999 at an interest rate of 9.175% per annum.
The loan requires monthly interest and principal payments of approximately
$35,000 with a balloon payment due at maturity. The Partnership remitted a
$40,000 principal payment to the lender, reducing the amount refinanced to
$4,112,600. Concurrently, the Partnership paid in full the second mortgage
note secured by the property in the amount of $654,800. Accrued and unpaid
interest in the amount of $325,485 was forgiven by the lender and is
reflected as an extraordinary item in 1994.
(4) SALE OF INVESTMENT PROPERTIES
(a) San Mateo Fashion Island
On December 31, 1986, the Partnership sold its right, title and
interest in the land, leasehold interest and related improvements of the
San Mateo Fashion Island shopping center for $44,202,559 and recognized
profit in full of $9,528,813. The sale price consisted of $950,000 in cash
at closing, the assumption of the existing mortgage note having an unpaid
principal balance of $39,302,559 (for financial reporting purposes the
principal balance was $28,895,264) and an additional promissory note in the
amount of $3,950,000 ($950,000 paid in March 1988) secured by a
subordinated deed of trust on the property. In addition to the sale price,
the Partnership received $7,600,000 from the venture partner during 1986
under the terms of the venture agreement.
During the first quarter of 1992, the Partnership was advised by the
buyer (in which the Corporate General Partner has an interest) that it had
initiated discussions directly with the first mortgage lender regarding a
modification to the first mortgage note. The buyer was making reduced
payments to the first mortgage lender and had discontinued making payments
to the Partnership as of March 1992. Due to uncertainty regarding the
value of the underlying collateral, the Partnership reserved for the entire
outstanding principal balance and accrued interest ($3,720,000) on the note
receivable as of December 31, 1994. In addition, the entire outstanding
principal balance and accrued interest was written off for Federal income
tax purposes in 1992. Recently, the Partnership granted a deed of
reconveyance to the buyer for $10,000 and the Partnership has no further
interest in the property.
(b) First Interstate
In May 1994, Carlyle Seattle executed an agreement which issued an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% Carlyle
Seattle interest between one year and two years after the initial sale
closing. On December 1, 1994 (initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
cash (less non-refundable deposits as described above) for 49.95% of its
interest as explained above. The unaffiliated venture partner paid,
$5,000,000 cash for the option of the unaffiliated venture partner to
purchase the remaining 50.05% of Carlyle Seattle's interest in the First
Interstate. Additionally, the unaffiliated venture partner loaned
$15,000,000 (bearing interest at a rate of 9% per annum with accrued
interest and unpaid principal due on January 1, 1997) and is secured by
Carlyle Seattle's remaining 50.05% interest. The exercise price for the
remaining 50.05% interest is $21,350,000 if the purchase option is
exercised one year from the initial closing, increasing up to $22,850,000
at the termination of the option period. The $5,000,000 option purchase
price paid at the initial closing and the balance of unpaid principal and
accrued interest on the $15,000,000 Carlyle Seattle loan can be applied
toward the exercise price. There can be no assurance that such option will
be exercised. At December 31, 1994, Carlyle Seattle has recorded a note
payable to the unaffiliated venture partner in the amount of $15,000,000
plus accrued interest and a deferred gain of $5,000,000 for the cash option
payment. See note 3(b) for a discussion of the restructuring of the First
Interstate joint venture. The Partnership's share of proceeds from this
transaction was approximately $29,522,000. Carlyle Seattle recognized a
gain of $34,583,869 (of which the Partnership's share is $25,210,324) for
financial reporting purposes in 1994 and a gain of $83,565,440 (of which
the Partnership's share is $61,224,798) for Federal income tax purposes in
1994.
(c) Carrara
In December 1994, the Partnership redeemed its interest in Carrara
Place Limited for $750,000 in cash at closing. As a result of the
redemption, the Partnership recognized a gain of $5,404,577 for financial
reporting purposes and $12,141,105 for Federal income tax purposes in 1994.
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1995 and for the three months ended March 31, 1995 and 1994 are as follows:
Unpaid at
March 31,
1995 1994 1995
-------- ------ -------------
Property management
and leasing fees. . . . . . . . . $286,285 196,309 51,004
Insurance commissions. . . . . . . (1,070) 47 --
Reimbursement
(at cost) for
out-of-pocket
expenses. . . . . . . . . . . . . 18,112 1,304 1,999
-------- ------- -------
$305,467 197,660 53,003
======== ======= =======
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Corporate General Partner and its affiliates relating to the
administration of the Partnership and operation of Partnership properties.
For the three months ended March 31, 1995, such costs aggregated $28,930,
all of which were paid by March 31, 1995.
In February 1995, the Partnership paid a sales distribution of
$23,200,725 ($145 per Interest) to the Limited Partners and $234,351 to the
General Partners.
Effective January 1, 1994, certain officers and directors of the
Managing General Partner acquired interests in a company which, among other
things, has provided and continues to provide certain property management
services to certain of the properties owned by the Partnership. Such
acquisition had no effect on the fees payable by the Partnership under any
existing agreements with such company. The fees earned by such company
from the Partnership for the three months ended March 31, 1995 were
$100,648.
(6) ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1995 and for the three months ended March 31, 1995 and 1994.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are Notes to Consolidated Financial
Statements contained in this report.
At March 31, 1995, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $2,047,000. The bank overdrafts
of $1,856,339 were repaid in April 1995. Such remaining funds and short-
term investments of approximately $10,125,000 are available for capital
improvements, future distributions to partners, and for working capital
requirements, including capital improvements and leasing costs currently
being incurred at the National City Center Office Building. Certain of the
Partnership's investment properties currently operate in overbuilt markets
which are characterized by lower occupancies and/or reduced rent levels.
The Partnership currently has adequate cash and cash equivalents to
maintain the operations of the Partnership. The Partnership has taken
steps to preserve its working capital by deciding to suspend distributions
from operations to the Limited and General Partners effective as of the
first quarter of 1992. In February 1995, the Partnership paid a sales
distribution of $23,200,725 ($145 per Interest) to the Limited Partners and
$234,351 to the General Partners related to the sale of the Partnership's
interest in the First Interstate Center (Note 4).
The Partnership and its consolidated ventures have currently budgeted
for 1995 approximately $1,216,000 for tenant improvements and other capital
expenditures. The Partnership's share of such items in 1995 is currently
budgeted to be approximately $1,130,000. Included in this amount is the
roof and parking lot at the Permian Mall which are currently in need of
repair. To fund the Permian Mall improvements, the Partnership intends to
initiate discussions with the mortgage lender regarding a modification to
the loan. There can be no assurance that a loan modification can be
obtained. Actual amounts expended in 1995 may vary depending on a number
of factors including actual leasing activity, results of operations,
liquidity considerations and other market conditions over the course of the
year. The source of capital for such items and for both short-term and
long-term future liquidity and distributions is expected to be through cash
generated by the Partnership's investment properties and through the sale
of such investments. Due to the Permian Mall improvements and
considerations on other properties as discussed below, only the National
City Center Office Building is considered to be a significant source of
future long-term operational cash generated. The Partnership's and its
ventures' mortgage obligations are all non-recourse. Therefore, the
Partnership and its Ventures are not obligated to pay mortgage indebtedness
unless the related property produces sufficient net cash flow from
operations or sale.
STONYBROOK APARTMENTS
The mortgages on Stonybrook Apartments II matured October 1, 1994
(Stonybrook Apartments I is not subject to a mortgage loan) with an
outstanding balance of approximately $4,807,000 at September 30, 1994. The
Partnership refinanced the $4,152,600 first mortgage loan which has been
extended to October 1, 1999 at an interest rate of 9.175% per annum. The
loan requires monthly interest and principal payments of approximately
$35,000 with a balloon payment due at maturity. The Partnership remitted a
$40,000 principal payment to the lender, reducing the amount refinanced to
$4,112,600. Concurrently, the Partnership paid in full the second mortgage
note secured by the property in the amount of $654,800. Accrued and unpaid
interest in the amount of $325,485 was forgiven by the lender and is
included in extraordinary refinancing loss, net of gain in the accompanying
consolidated financial statements. The Partnership is currently marketing
both phases of the property for sale.
NATIONAL CITY CENTER
At the National City Center Office Building located in Cleveland,
Ohio, a major tenant (Baker & Hostetler) extended its lease term to 2001,
but reduced its space leased by approximately 18,000 square feet as of
January 1993. The extended lease requires tenant improvement costs of
approximately $92,000 per year through the expiration of the lease with an
additional amount to be paid in 1996 of approximately $730,000.
In January 1994, the debt service payments under the existing mortgage
increased from 9-5/8% to 11-7/8% until the scheduled maturity of the loan
in December 1995. The Venture reached an agreement with the current
mortgage lender to refinance the existing mortgage effective April 28,
1994, with an interest rate of 8.5%. The loan will be amortized over 22
years with a balloon payment due on April 20, 2001. In addition, the
Venture paid a prepayment penalty of $580,586 based upon the outstanding
loan balance at the time of refinancing. The lender required an escrow
account of $612,000 to be established at the time of the refinancing for
future tenant improvements at the property. The escrowed funds are 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
Baker & Hostetler lease (as discussed above). The Venture is required to
escrow approximately $313,000 per year in 1994 through 1996 and
approximately $236,000 per year in 1997 and 1998. Real estate taxes
payable in 1994 increased due to the expiration of a 25% reduction of a
real estate tax abatement that was received when the property was
purchased. The remaining 25% abatement expires in 1998 for taxes payable
in 1999.
CARLYLE SEATTLE
In May 1994, Carlyle Seattle executed an agreement which issued an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% Carlyle
Seattle interest between one year and two years after the initial sale
closing. On December 1, 1994 (initial sale transaction closing) Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its
interest as explained above. The unaffiliated venture partner paid
$5,000,000 in cash for the option of the unaffiliated venture partner to
purchase the remaining 50.05% of Carlyle Seattle's interest in First
Interstate. Additionally, the unaffiliated venture partner loaned Carlyle
Seattle $15,000,000 (bearing interest at a rate of 9% per annum with
accrued interest and unpaid principal due on January 1, 1997) which is
secured by Carlyle Seattle's remaining 50.05% interest. The exercise price
for the remaining 50.05% interest is $21,350,000 if the purchase option is
exercised one year from the initial closing, increasing up to $22,850,000
at the termination of the option period. The $5,000,000 option purchase
price and the balance of unpaid principal and accrued interest on the
$15,000,000 Carlyle Seattle loan can be applied toward the exercise price.
There can be no assurance that such option will be exercised. At March 31,
1995, Carlyle Seattle has recorded a note payable to the unaffiliated
venture partner in the amount of $15,000,000 plus accrued interest and a
deferred gain of $5,000,000 for the cash option payment. In connection
with the sale transaction, the First Interstate joint venture agreement was
amended to cause the joint venture to be converted to a limited partnership
in which Carlyle Seattle is the sole limited partner and the unaffiliated
venture partner is the sole general partner. The Partnership's share of
proceeds from this transaction was approximately $29,522,000 and its share
of gain on sale and restructuring was approximately $25,210,000 in 1994.
PERMIAN MALL
The property produced cash flow from operations in 1994, however,
significant funds will be required in the near future for major roof and
parking lot repairs. In 1995, 15% of the tenant leases are scheduled to
expire for which the Partnership is currently seeking renewal of existing
leases or replacement tenants. In anticipation of the necessary major
repairs and potential re-leasing costs, the Partnership has initiated
discussions with the mortgage lender regarding a modification to the loan.
There can be no assurance that such modification will be obtained. If the
Partnership is unable to secure such modification based upon current and
expected future market conditions, the Partnership would likely decide not
to commit any significant additional amounts to the property. This would
result in the Partnership no longer having an ownership interest in such
property and result in gain for financial reporting and Federal income tax
purposes to the Partnership with no corresponding distributable proceeds.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an 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.
While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
philosophy and approach has been to aggressively and creatively manage the
Partnership's real estate assets to attract and retain tenants. Net
effective rents to the landlord from renewal tenants are much more
favorable than lease terms which can be negotiated with new tenants.
However, the Partnership's capital resources must also be preserved and
allocated in such a manner as to maximize the total value of the portfolio.
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. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited.
As previously reported, 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 we
expect to distribute sale proceeds from the disposition of the
Partnership's remaining assets, without a dramatic improvement in market
conditions, the Limited Partners will receive significantly less than their
original investment.
RESULTS OF OPERATIONS
The aggregate decrease in cash and cash equivalents as of March 31,
1995 as compared to December 31, 1994 is primarily due to the payment
$23,200,725 of sales distributions in February 1995. Additionally, the
decrease in cash and cash equivalents and the increase in short-term
investments at March 31, 1995 as compared to December 31, 1994 is primarily
due to the majority of the Partnership's investments in U.S. Government
obligations classified as short-term investments at March 31, 1995 rather
than as cash equivalents. Reference is made to Note 1.
The decrease in escrow deposits as of March 31, 1995 as compared to
December 31, 1994 is primarily due to payment of real estate taxes and the
lender's refund to the Partnership of excess funding of the real estate tax
escrow deposits for National City Center Office Building.
The increase in accrued interest for the three months ended March 31,
1995 as compared to the three months ended December 31, 1994 is primarily
due to the sale and related financing of Carlyle Seattle's remaining
interest in First Interstate.
The increase in other liabilities as of March 31, 1995 as compared to
December 31, 1994 is primarily due to increased unearned rents at National
City Center (approximately $263,000) and Permian Mall (approximately
$118,000).
The decrease in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the three months ended March 31, 1995 as compared to the three
months ended March 31, 1994 is primarily due to the redemption of the
Partnership's interest in Carrara Place Limited and the partial sale and
restructuring of Carlyle Seattle's interest in First Interstate both in
December 1994.
The increase in interest income for the three months ended March 31,
1995 as compared to the three months ended March 31, 1994 is primarily due
to the temporary investment of First Interstate Center sales proceeds prior
to the sale distribution as discussed above.
The decrease in venture partners' share of venture operations interest
for the three months ended March 31, 1995 as compared to the three months
ended March 3, 1994 is primarily due to the redemption of the Partnership's
interest in Carrara Place Limited and the partial sale and restructuring of
Carlyle Seattle's interest in First Interstate both in December 1994 as
discussed above.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties.
<CAPTION>
1994 1995
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Carrara Place
Office Building
Englewood, Colorado . . . . . 49% 80% 88% N/A N/A
2. Stonybrook Apartments
I & II
Tucson, Arizona. . . . . . . 96% 83% 95% 96% 94%
3. Permian Mall
Odessa, Texas . . . . . . . . 91% 91% 91% 92% 91%
4. First Interstate Center
Seattle, Washington . . . . . 97% 99% 97% 97% 97%
5. National City Center
Office Building
Cleveland, Ohio . . . . . . . 94% 94% 94% 94% 97%
<FN>
- ------------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
4-A. Mortgage loan agreement between Wright-Carlyle Seattle and
The Prudential Insurance Company dated October 16, 1985, relating to the
First Interstate Center is hereby incorporated herein by reference to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-12433)
dated March 19, 1993.
4-B. Mortgage loan agreement between Carlyle/National City
Associates and New York Life Insurance Company dated November 15, 1983,
relating to the National City Center Office Building is hereby incorporated
herein by reference to the Partnership's report for December 31, 1992 on
Form 10-K (File No. 0-12433) dated March 19, 1993.
4-C. 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 herein by reference to the Partnership's report for March 31,
1994 on Form 10-Q (File No. 0-12433) dated May 11, 1994.
4-D. Bondowner, Borrower, Remarketing Agent, Issuer and Trustee
Waiver, Appointment of and Acceptance by Successor Remarketing Agent,
Bondowner Election to Retain Bonds and Notice of Remarketing Rate, dated
October 1, 1994 relating to the refinancing of the first mortgage note
relating to the Stonybrook Apartments II is hereby incorporated by
reference to the Partnership's report on Form 10-K (File No. 0-12433) dated
March 27, 1995.
10-A. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the First
Interstate Center in Seattle, Washington are hereby incorporated by
reference to the Partnership's prospectus on Form S-11 (File No. 2-76443),
dated June 21, 1982.
10-B. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the National
City Center Office Building in Cleveland, Ohio are hereby incorporated by
reference to the Partnership's report on Form 8-K (File No. 2-76443), dated
August 8, 1983.
10-E. Sale documents and exhibits thereto relating to the
Partnership's sale of the Sierra Pines and Crossing Apartments in Houston,
Texas are hereby incorporated herein by reference to the Partnership's
report on Form 8-K (File No. 0-12433), dated August 30, 1993.
10-F. Substitute Trustee's Deed relating to the Partnership's
disposition of the Country Square Apartments in Carrollton, Texas dated
February 2, 1993 is hereby incorporated by reference to the Partnership's
report on Form 8-K (File No. 0-12433), dated March 17, 1993.
10-G. Letter Regarding Sale/Option and Partnership Amendment,
dated May 15, 1994, between Carlyle Seattle Associates and 999 Third
Avenue, Ltd. relating to the First Interstate Center in Seattle, Washington
is hereby incorporated herein by reference to the Partnership's report for
June 30, 1994 on Form 10-Q (File No. 0-12433) dated August 12, 1994.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed since the beginning of the last
quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 11, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 11, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000700949
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,046,932
<SECURITIES> 10,124,971
<RECEIVABLES> 2,817,099
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,989,001
<PP&E> 122,305,611
<DEPRECIATION> 40,206,296
<TOTAL-ASSETS> 103,010,819
<CURRENT-LIABILITIES> 7,549,563
<BONDS> 92,683,140
<COMMON> 0
0
0
<OTHER-SE> 2,725,429
<TOTAL-LIABILITY-AND-EQUITY> 103,010,819
<SALES> 5,793,605
<TOTAL-REVENUES> 6,146,945
<CGS> 0
<TOTAL-COSTS> 3,821,766
<OTHER-EXPENSES> 207,402
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,286,043
<INCOME-PRETAX> (168,266)
<INCOME-TAX> 0
<INCOME-CONTINUING> (82,380)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (82,380)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> 0
</TABLE>
