SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1996 Commission file number 0-12433
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. . . . . . . . 10
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 11
Item 5. Other Information. . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 11,672,845 10,946,150
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 402,098 560,228
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 116,454 116,454
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,380,516 1,645,121
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 13,571,913 13,267,953
------------ ------------
Investment properties, at cost:
Land and leasehold interest . . . . . . . . . . . . . . . . . . . . 17,171,695 17,171,695
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 105,745,206 105,732,483
------------ ------------
122,916,901 122,904,178
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 43,461,091 42,824,687
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 79,455,810 80,079,491
------------ ------------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 391,187 407,246
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 900,447 914,627
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . . 6,931 6,931
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612,300 612,300
------------ ------------
$ 94,938,588 95,288,548
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 18,984,283 18,878,959
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 434,848 1,164,924
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 288,275 271,246
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 2,240,253 2,381,207
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . 396,024 217,434
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 22,343,683 22,913,770
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 45,430 21,530
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 59,169,358 59,465,831
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 81,558,471 82,401,131
Venture partners' equity in ventures. . . . . . . . . . . . . . . . . . 602,571 547,383
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (8,044,336) (8,061,836)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (818,228) (818,228)
------------ ------------
(8,861,564) (8,879,064)
------------ ------------
Limited partners (160,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 141,003,683 141,003,683
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (76,116,032) (76,536,044)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (43,248,541) (43,248,541)
------------ ------------
21,639,110 21,219,098
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 12,777,546 12,340,034
------------ ------------
$ 94,938,588 95,288,548
============ ============
<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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,514,569 5,763,864
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,379 353,340
----------- ----------
5,664,948 6,117,204
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . 1,904,375 2,286,043
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636,404 860,094
Property operating expenses . . . . . . . . . . . . . . . . . . . . . 2,390,916 2,915,873
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 100,129 116,110
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 16,059 16,058
General and administrative. . . . . . . . . . . . . . . . . . . . . . 124,365 91,292
----------- ----------
5,172,248 6,285,470
----------- ----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . 492,700 (168,266)
Venture partners' share of ventures' operations . . . . . . . . . . . . (55,188) 85,886
----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . $ 437,512 (82,380)
=========== ==========
Net earnings (loss) per limited partnership interest . . . . . . $ 2.62 (.49)
=========== ==========
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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 437,512 (82,380)
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636,404 860,094
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 16,059 16,058
Amortization of discount on long-term debt. . . . . . . . . . . . . . . 77,261 73,520
Venture partners' share of ventures' operations . . . . . . . . . . . . 55,188 (85,886)
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 158,130 76,556
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 62,270
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342,788 884,080
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 14,180 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (730,076) 18,215
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,029 340,941
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (140,954) (829,623)
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . 178,590 458,942
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 23,900 (3,228)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 1,086,011 1,789,559
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (8,180,225)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (12,723) (5,104)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,183) (78,183)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (90,906) (8,263,512)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,856,339
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (268,410) (404,585)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (23,200,725)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (234,351)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (268,410) (21,983,322)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 726,695 (28,457,275)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 10,946,150 30,504,207
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 11,672,845 2,046,932
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,810,085 1,945,102
============ ===========
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, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1996 and for the three months ended March
31, 1996 and 1995 are as follows:
Unpaid at
March 31,
1996 1995 1996
-------- ------ -------------
Property management
and leasing fees . . . . . . $ 98,508 286,285 13,161
Insurance commissions . . . . 171 (1,070) --
Reimbursement (at cost)
for out-of-pocket
salary and salary-
related expenses
related to on-site and
other costs for the
Partnership and its
investment properties. . . . 32,108 18,112 69,725
-------- ------- -------
$130,787 303,327 82,886
======== ======= =======
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 were $8,826 and $9,103 for the three months ended
March 31, 1996 and 1995, respectively.
STONYBROOK APARTMENTS
In February 1996, the Partnership entered into a non-binding letter of
intent to sell the Stonybrook Apartments. In March 1996, the Partnership
executed a purchase agreement subject to the prospective buyer completing
its due diligence review. A sale of the property for the proposed terms
would occur in 1996 and result in a gain to the Partnership for financial
reporting and Federal income tax purposes in 1996. However, there can be
no assurance that such a sale will be consummated on any terms.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
depreciation. The accompanying consolidated financial statements include
$462,327 and $521,344 of revenues and $283,503 and $352,721 of operating
expenses for the three months ended March 31, 1996 and 1995. The property
had a net carrying value of $4,172,901 and $4,165,027 at March 31, 1996 and
December 31, 1995.
PERMIAN MALL
In anticipation of necessary major repairs and potential leasing
costs, the Partnership initiated discussions with the mortgage lender
regarding a modification of the loan. The Partnership was unable to secure
such modification. Due to these facts, the Partnership was unable to pay
the 1995 real estate taxes assessed on the property in the amount of
$770,000 due in January, 1996 nor did it remit all of the scheduled debt
service payments since December 1995. Consequently, the Partnership
received a notice of default from the lender in February 1996, and as a
result, the lender then realized upon its security in April 1996. As a
result of the disposition of the property, the Partnership will recognize a
net gain in 1996 for financial reporting purposes and Federal income tax
purposes of approximately $2,600,000 and $14,800,000, respectively, with no
corresponding distributable proceeds. Approximately $500,000 of cash held
at March 31, 1996 is expected to be remitted to the lender in connection
with the lender realizing upon its security.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
depreciation. The accompanying consolidated financial statements include
$1,380,397 and $1,514,922 of revenues and $1,357,659 and $1,668,020 of
operating expenses for the three months ended March 31, 1996 and 1995. The
property had a net carrying value of $15,700,569 at March 31, 1996 and
December 31, 1995.
NATIONAL CITY CENTER
A tenant who occupies approximately 66,000 square feet (12.5% of the
building) whose lease is scheduled to expire in late 1996 has informed the
Partnership that it intends to vacate a portion (approximately 41,000
square feet) upon expiration of its existing lease. The venture is
currently exploring its options with this space. However, there can be no
assurance that the venture will be able to obtain a renewal for any of the
space.
In addition, a tenant who occupies approximately 12,500 square feet
and is currently operating a restaurant on the building's plaza level, has
notified the Partnership that it intends to vacate its space August 31,
1996. The Partnership was notified in August 1995 of the tenant's
intention to terminate its current lease effective August 31, 1996 and the
tenant will owe the Partnership $45,000 for this termination right. The
Partnership had been negotiating with the current restaurant manager since
August 1995 to execute a new long term lease. However, the restaurant
manager now intends to cease operations on August 31, 1996 due to the
restaurant's inability to generate sufficient income to cover its
increasing costs. The Partnership is currently exploring its options and
is negotiating with several replacement restaurant tenants. However, there
can be no assurance a replacement tenant will be obtained.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1996 and for the three months ended March 31, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment portfolio as quickly as
practicable. Therefore, the affairs of the Partnership are expected to be
wound up no later than 1999 (sooner if the properties are sold or disposed
of in the near term), barring unforeseen economic developments. Without a
dramatic improvement in market conditions, the Limited Partnership will
receive substantially less than half of their original investment.
RESULTS OF OPERATIONS
The decrease in rents and other receivables at March 31, 1996 as
compared to December 31, 1995 is primarily due to the timing of the
collection of rents at the Permian Mall.
The decrease in escrow deposits at March 31, 1996 as compared to
December 31, 1995 and corresponding decrease in accrued real estate taxes
is primarily due to the withdrawals made for the payment of real estate
taxes at National City Center. This amount is partially offset by
additional payments into the escrow accounts for future leasing costs
required by terms of the loan secured by the National City Center Building.
The decrease in accounts payable at March 31, 1996 as compared to
December 31, 1995 is primarily due to the January 1996 repayment of a
$604,570 bank overdraft in the Partnership's bank account at December 1995.
The increase in other current liabilities at March 31, 1996 as
compared to December 31, 1995 is primarily due to the timing of rental
payments received at the National City Center.
The decrease in rental income for the three months ended March 31,
1996 as compared to the same period in 1995 is primarily due the decreased
occupancy at the Permian Mall and the Stonybrook Apartments.
The decrease in interest income for the three months ended March 31,
1996 as compared to the same period in 1995 is primarily due the temporary
investment of the First Interstate Center sales proceeds (approximately
$23,000,000) prior to the distribution to the partners in February 1995.
The decrease in mortgage and other interest for the three months ended
March 31, 1996 as compared to the same period in 1995 is due to the sale of
the Partnership's remaining interest in Carlyle Seattle in December 1995.
The decrease in depreciation for the three months ended March 31, 1996
as compared to the same period in 1995 is primarily due to the
classification of the Permian Mall and the Stonybrook Apartments as assets
held for sale or disposition and therefore not subject to continued
depreciation.
The decrease in property operating expenses for the three months ended
March 31, 1996 as compared to the same period in 1995 is primarily due to
decreases in maintenance costs due to the re-negotiation of certain
contracts at the National City Center and a decrease in utility costs
incurred at the National City Center. The decrease is also a result of a
decrease in management fees at the Permian Mall and Stonybrook Apartments
due to a decrease in rental income as discussed above.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to the Notes to Consolidated Financial Statements
filed with this report for discussions of default under, and the
unsuccessful attempt to obtain refinancing, modification or extension of
the mortgage loan secured by the Permian Mall which discussions are hereby
incorporated herein by reference.
<TABLE>
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996.
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Stonybrook Apartments
I & II
Tucson, Arizona (a) . . 94% 77% 79% 86% 91%
2. Permian Mall
Odessa, Texas (b). . . . 91% 92% 93% 92% 88%
3. National City Center
Office Building
Cleveland, Ohio. . . . . 97% 98% 98% 97% 97%
<FN>
- ------------
(a) Reference is made to the Notes for a description of the purchase agreement executed in 1996 regarding
this investment property.
(b) Reference is made to the Notes for a description of the lender obtaining title to this property in April
1996.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3-A. The Prospectus of the Partnership dated June 21, 1982, as
supplemented on August 24, 1982, October 21, 1982, November 1, 1982,
December 22, 1982 and February 18, 1983, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference. Copies of pages 6-14, 137-139, A-6 to A-11 and A-13 to A-19 are
incorporated by reference to the Partnership's Registration Statement on
Form S-11 (File No. 2-76443) dated June 21, 1982.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, is incorporated by reference to the
Partnership's Registration Statement on Form S-11 (File No. 2-76443) dated
June 21, 1982.
4-A. 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-B. 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-C. 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 for December 31, 1995
(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 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-B. Letter Agreement Regarding Option Closing 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 January 26, 1996 on Form 8-K
(File No. 0-12433) dated December 15, 1995.
10-C. Assignment and Assumption of Partnership Interest between
Carlyle Seattle Associates and Wright Runstad Properties, L.P. is hereby
incorporated herein by reference to the Partnership's report for January
26, 1996 on Form 8-K (File No. 0-12433) dated December 15, 1995.
27. Financial Data Schedule
99.1. The Partnership's Report on Form 8-K (File No. 0-12433)
describing the conveyance of title of the Permian Mall dated April 17, 1996
for April 2, 1996 is filed herewith.
(b) The following reports on Form 8-K were filed since the beginning of
the period covered by this report.
(i) The Partnership's Report on Form 8-K (File No. 0-
12433) for April 2, 1996 (describing the conveyance
of title of the Permian Mall in Odessa, Texas) was filed. This report was
dated April 17, 1996.
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 10, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 11,672,845
<SECURITIES> 0
<RECEIVABLES> 1,899,068
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,571,913
<PP&E> 122,916,901
<DEPRECIATION> 43,461,091
<TOTAL-ASSETS> 94,938,588
<CURRENT-LIABILITIES> 22,343,683
<BONDS> 59,169,358
<COMMON> 0
0
0
<OTHER-SE> 12,777,546
<TOTAL-LIABILITY-AND-EQUITY> 94,938,588
<SALES> 5,514,569
<TOTAL-REVENUES> 5,664,948
<CGS> 0
<TOTAL-COSTS> 3,043,379
<OTHER-EXPENSES> 224,494
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,904,375
<INCOME-PRETAX> 492,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 437,512
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 1996
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
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(Exact name of registrant as specified in its charter)
Illinois 0-12433 36-3149589
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(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
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PERMIAN MALL
Odessa, Texas
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Carlyle Real Estate Limited
Partnership - XII (the "Partnership") owned the Permian Mall (the
"Property") located in Odessa, Texas. On April 2, 1996, the mortgage
lender, Massachusetts Mutual Life Insurance Co. ("Lender"), realized upon
its security which included the land, building and related improvements of
the Property. As of the date of conveyance of title, the Permian Mall was
approximately 88% occupied. Although the Property produced cash flow in
1994, the Property operated at a deficit in 1995 and was expected to in
1996. This deficit was primarily due to declining retail sales resulting
in lower effective rents. Additionally, significant funds would have been
required in the near future for major roof and parking lot repairs. In
anticipation of the necessary major repairs and potential leasing costs,
the Partnership had initiated discussions with the Lender regarding a
modification of the loan. The Partnership was unable to secure such a
modification. Due to these facts, the Partnership was unable to pay the
1995 real estate taxes assessed on the property due in January 1996 nor had
remitted all of the scheduled debt service payments since December 1995.
The Partnership received a notice of default from the Lender in February
1996, and as a result, the Lender then realized upon its security in April
1996. As a result of the disposition of the Property, the Partnership
expects to recognize a gain in 1996 for financial reporting purposes and
Federal income tax purposes of approximately $2,600,000 and $14,800,000,
respectively, with no corresponding distributable proceeds.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information - Narrative.
As a result of the Lender realizing upon its security in the Property,
there will be no further rental and other income, property operating
expenses, depreciation or mortgage interest expense recorded for the
Property which for the Property's most recent fiscal year (the year ended
December 31, 1995) were $6,252,000, $3,601,000, $744,000 and $2,508,000,
respectively. Also, as a result of the lender realizing upon its security
in the Property, there will be no further assets and liabilities related to
the property, which at December 31, 1995 consisted of land, building and
improvements and other non-current assets (net of accumulated depreciation
and amortization) of approximately $15,800,000; current assets of
approximately $3,981,000; current portion of long-term debt of
approximately $17,755,000, other current liabilities of approximately
$1,073,000 and non-current liabilities of $6,000.
(c) Exhibits
1. Documents related to transfer of Permian Mall to be
supplied in an amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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
Dated: April 17, 1996
