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, 1997 Commission file #0-12791
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(Exact name of registrant as specified in its charter)
Illinois 36-3207212
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 16
Item 3. Defaults upon Senior Securities . . . . . . . . . . . 16
Item 5. Other Information . . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 18
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 5,898,459 6,030,217
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . 374,085 374,085
Restricted funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477,159 1,055,386
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . 1,687,338 2,576,860
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,407 262,562
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,078,072 11,435,274
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . 10,523,520 21,734,384
------------ ------------
Investment properties held for sale or disposition . . . . . . . . . . . . 65,954,286 238,208,441
------------ ------------
Investment in unconsolidated ventures, at equity . . . . . . . . . . . . . 432,957 432,357
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,922,574 5,133,689
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . 446,652 447,345
Venture partners' deficits in ventures . . . . . . . . . . . . . . . . . . 145,816 14,639,364
------------ ------------
$ 79,425,805 280,595,580
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(a limited partnership)
and Consolidated Ventures
Consolidated Balance Sheets (Continued)
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . $ 39,149,167 39,232,585
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503,509 3,434,187
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . 3,493,813 4,238,789
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,108 1,633,263
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,323,886 17,431,535
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . 1,449,588 1,475,510
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . 61,150,071 67,445,869
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . 674,881 800,941
Investment in unconsolidated venture, at equity. . . . . . . . . . . . . . 4,231,947 4,265,510
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . 62,826,773 384,098,834
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 128,883,672 456,611,154
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses) . . . . . . . . . . . . . . . . . . . (18,535,027) (19,776,680)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . (1,149,967) (1,149,967)
------------ ------------
(19,683,994) (20,925,647)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses) . . . . . . . . . . . . . . . . . . . (315,039,623) (440,355,677)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . (40,958,417) (40,958,417)
------------ ------------
(29,773,873) (155,089,927)
------------ ------------
Total partners' deficits . . . . . . . . . . . . . . . . . . . . . (49,457,867) (176,015,574)
------------ ------------
$ 79,425,805 280,595,580
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,115,519 17,274,800
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,760 131,245
----------- -----------
5,213,279 17,406,045
----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . 2,835,106 9,839,788
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,437,593
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 2,760,795 8,666,482
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,414 98,262
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 232,309 368,975
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . 169,842 233,218
Provision for value impairment . . . . . . . . . . . . . . . . . . . . . . . . -- 13,100,000
----------- -----------
6,043,466 35,744,318
----------- -----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . (830,187) (18,338,273)
Partnership's share of gain (loss) from
operations of unconsolidated ventures . . . . . . . . . . . . . . . . . . . . 33,563 (1,397,756)
Venture partners' share of earnings (loss)
from ventures' operations. . . . . . . . . . . . . . . . . . . . . . . . . . . (858) 952,941
----------- -----------
Net operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . (797,482) (18,783,088)
Gain on sale or disposition of investment properties,
net of venture partners' share . . . . . . . . . . . . . . . . . . . . . . . . 72,171,405 --
----------- -----------
Net earnings (loss) before extraordinary item. . . . . . . . . . . . . . 71,373,923 (18,783,088)
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,183,784 --
----------- -----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . $126,557,707 (18,783,088)
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1997 1996
------------ ------------
Net earnings (loss) per
limited partnership interest:
Net operating earnings (loss). . . . . . $ (2.09) (49.25)
Gain on sale or disposition of
investment properties, net of
venture partners' share. . . . . . . . 195.21 --
Extraordinary item . . . . . . . . . . . 149.26 --
------------ ----------
Net earnings (loss). . . . . . . . . $ 342.38 (49.25)
============ ==========
Cash distributions per limited
partnership interest . . . . . . . . . . $ -- --
============ ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $126,557,707 (18,783,088)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,437,593
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . 232,309 368,975
Amortization of discount on long-term debt . . . . . . . . . . . . . . . . . 39,790 35,312
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,563) 1,397,756
Venture partners' share of loss from ventures'
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 858 (952,941)
Gain on sale or disposition of investment properties,
net of venture partners' share . . . . . . . . . . . . . . . . . . . . . . (72,171,405) --
Long-term debt - deferred accrued interest . . . . . . . . . . . . . . . . . 629,639 3,201,184
Provision for value impairment . . . . . . . . . . . . . . . . . . . . . . . -- 13,100,000
Working capital decrease related to sale of interest in
investment property. . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,318,702) --
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,183,784) --
Changes in:
Restricted funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 578,227 (661,851)
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . 152,932 39,104
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,566 --
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (550,001) (371,038)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 693 13,683
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (771,936) (1,165,613)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . 439,843 195,033
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (146,136) (115,938)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,096,041 1,437,292
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . (25,922) 66,478
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 32,340 614,900
------------ -----------
Net cash provided by (used in) operating activities. . . . . . . . . . . (1,320,504) 1,856,841
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1997 1996
------------ -----------
Cash flows from investing activities:
Proceeds from sale of investment property, net of selling expenses . . . . . . 1,608,453 --
Net sales and maturities (purchases) of short-term investments . . . . . . . . -- 1,009,532
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . (184,833) (675,679)
Partnership's distribution from unconsolidated ventures. . . . . . . . . . . . -- 262,500
Partnership's contributions to unconsolidated ventures . . . . . . . . . . . . (600) --
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . (94,440) (343,923)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . 1,328,580 252,430
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . (139,834) (157,279)
Advance from venture partner . . . . . . . . . . . . . . . . . . . . . . . . . -- 719,911
------------ -----------
Net cash provided by (used in) financing activities. . . . . . . . . . . (139,834) 562,632
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . (131,758) 2,671,903
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . 6,030,217 5,908,236
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . $ 5,898,459 8,580,139
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . $ 1,060,495 5,147,402
============ ===========
Non-cash investing and financing activities:
Reduction of fixed assets, net of accumulated depreciation . . . . . . . . . $172,438,988 --
Reduction of working capital . . . . . . . . . . . . . . . . . . . . . . . . 9,495,504 --
Reduction of security deposits . . . . . . . . . . . . . . . . . . . . . . . (158,400) --
Reduction of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . 3,073,245 --
Reduction of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . (325,088,763) --
Venture partners' share of gain. . . . . . . . . . . . . . . . . . . . . . . 14,492,690 --
Gain on sale or disposition of interest in investment properties,
net of venture partners' share . . . . . . . . . . . . . . . . . . . . . . 72,171,405 --
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,183,784 --
------------ ------------
Cash sales proceeds from sale of investment properties,
net of selling expenses. . . . . . . . . . . . . . . . . . . . . . . . $ 1,608,453 --
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-12791) filed on March 21, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.
As of or during the year ended December 31, 1996, all the
Partnership's remaining consolidated properties were classified as held for
sale or disposition. The net results of operations for the three months
ended March 31, 1997 and 1996 for consolidated properties classified as
held for sale or disposition or sold or disposed of during the past two
years were $(831,045) and $(17,385,332), respectively. In addition, the
accompanying consolidated financial statements include $33,563 and
$(1,397,756), respectively, of the Partnership's share of total property
operations of $(797,482) and $(18,783,088) for unconsolidated properties
for the three months ended March 31, 1997 and 1996, respectively, which are
held for sale or disposition or have been sold or disposed of during the
past two years.
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 and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties. Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates as of March 31, 1997 and for the
three months ended March 31, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
March 31,
1997 1996 1997
------- ------- ---------
Property management
and leasing fees. . . . . . . $ -- 445,410 2,821,503
Insurance commissions. . . . . -- 242 --
Reimbursement (at cost)
for out-of-pocket salary
and salary-related
expenses related to the
on-site and other costs
for the Partnership and
its investment properties . . 43,671 5,618 27,240
------- ------- ---------
$43,671 451,270 2,848,743
======= ======= =========
Payment of certain pre-1993 property management and leasing fees
payable under the terms of the management agreements ($2,821,503 or approx-
imately $8 per $1,000 Interest at March 31, 1997) has been deferred. All
amounts currently payable do not bear interest and are expected to be paid
in future periods. All property management fees and leasing fees are being
paid currently. In April 1997, the Partnership paid $1,500,000 of
previously deferred leasing fees to an affiliate of the General Partner.
The Partnership was obligated to fund, on demand, $200,000 and
$200,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital (reflected in amounts due to
affiliates in the accompanying financial statements). As of March 31,
1997, these obligations bore interest at 5.75% per annum and cumulative
interest accrued on these obligations was $244,070.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties"). The new ownership structure gives control of the
Properties to a newly-organized real estate investment trust ("REIT").
JMB/NYC has, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that significantly reduce indebtedness of the
Properties.
The Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, the REIT to the
extent of $25 million to ensure their compliance with the terms and
conditions relating to JMB/NYC's indirect limited partnership interest in
the restructured and reorganized joint ventures that own the Properties.
The Affiliated Partners contributed approximately $7.8 million (of which
the Partnership's share was approximately $1.9 million) to JMB/NYC, which
was deposited into an escrow account as collateral for such
indemnification. These funds have been invested in stripped U.S.
Government obligations with a maturity date of February 15, 2001. The
provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT. Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely. Therefore, the Partnership expects its share of the collateral
to be returned at the termination of the indemnification agreement
including interest earned on the government obligations.
<PAGE>
The Partnership's share of income from JMB/NYC for the period ending
March 31, 1997, consists of interest income earned on amounts contributed
by the Partnership which are held in escrow by JMB/NYC and reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement. The Partnership does not recognize its
share of interest expense accruing on the JMB/NYC purchase note due to the
non-recourse nature of the note and that repayment of the outstanding
balance of the note (including accrued interest) is dependent on cash flow
from the Properties.
COPLEY PLACE
On January 23, 1997, through a series of transactions, the Partnership
sold its entire partnership interest in Copley Place Associates.
The Partnership's outstanding obligations on the $20,000,000 purchase
price note (the "Note") which had a balance, including accrued and unpaid
interest, of approximately $89,000,000 and for the $13,648,000 loans (the
"Deficit Loans"), which including accrued and unpaid interest, aggregated
approximately $17,942,000, and the projected continuing accruals of
additional interest on such amounts made it unlikely that the Partnership's
interest in Copley Place Associates would ever be sold for an amount which
would result in any net proceeds to the Partnership. In order to provide
the Partnership with incentive to consummate the sale of its interest, the
joint venture partner, the holder of the Note and the Partnership executed
an agreement whereby the net proceeds were distributed in a manner which
permitted the Partnership to satisfy its obligations relative to the Note
and the Deficit Loans and still realize some modest cash proceeds. In
addition, the holder of the Note agreed on a discounted payoff of the Note.
In general, the Partnership received $43,900,000 of sale proceeds, of which
$34,000,000 was remitted to the holder of the Note as payment in full
satisfaction of the Note. As a result, the Partnership was relieved of an
approximately $55,000,000 additional obligation on the Note. The
Partnership's 50% share of the obligation under the Deficit Loans were next
satisfied in full out of the Partnership's remaining sale proceeds. After
the repayment of the Note and Deficit Loans, as discussed above, the
Partnership's remaining net proceeds amounted to approximately $929,000,
all of which was received in cash at closing. The Partnership currently
intends to retain these funds for working capital.
The effect on the Partnership's consolidated financial statements as a
result of the sale is to eliminate the Partnership's investment in Copley
Place Associates and to recognize a gain on sale of the Partnership's
interest in the consolidated venture of approximately $71,629,613 for
financial reporting purposes. In addition, as a result of the discounted
payoff granted by the holder of the Note, the Partnership recognized an
extraordinary gain of $55,183,784 for financial reporting purposes. In
1997, the Partnership will recognize a gain on the sale of approximately
$171,500,000 for Federal income tax purposes.
SHERRY LANE PLACE
All excess cash flow is remitted to the lender as additional debt
service on the modified mortgage. Accordingly, the Partnership does not
consider this investment to be a source of short-term liquidity.
MICHAEL'S AURORA PLAZA (MARSHALL'S)
In February 1996, the Partnership was notified by TJX, the new owner
of the Marshall's store, of its intent to sublease or assign its lease as
permitted by Marshall's lease agreement. The Partnership was working with
TJX to secure another tenant for its 28,000 square foot store and had
issued a proposal for a replacement tenant. In May 1996, the Partnership
was notified that an agreement in principle was reached between TJX and
Michael's, a national retailer specializing in crafts and hobby supplies,
whereby TJX will assign its lease to Michael's. Subsequently, in February
1997, a sublease was executed between the parties. The new tenant is
scheduled to open in May 1997.
<PAGE>
If the Partnership is unable to sell the property by the revised
maturity date of the loan (June 2, 1997), the Partnership will seek a
further extension of such loan. There can be no assurance that such an
extension can be obtained.
FIRST TENNESSEE PLAZA (PLAZA TOWER)
In accordance with the terms of the 1995 refinancing of the First
Tennessee Plaza Office Building, the Partnership is obligated to deposit
into escrow $100,000 annually for five years to cover future tenant
improvement obligations pursuant to a lease executed with a major tenant
effective April 1996. Should the current tenant lease be terminated or
amended such that the Partnership's obligation to the tenant is eliminated,
such escrowed funds (plus interest earned thereon) would be released to the
Partnership.
The property is expected to operate at the break-even level for 1997.
This is a result of the Partnership's decision to undertake a modest lobby
renovation to be completed by mid-1997. It is then anticipated that the
property will be marketed for sale.
CARROLLWOOD STATION APARTMENTS
In September 1993, the venture refinanced the mortgage loan with an
unaffiliated third party. The venture was obligated to establish an escrow
account for future capital improvements. The escrow account was initially
funded by the Partnership's capital contribution to the venture and is
subsequently funded by the operations of the venture. As of the date of
this report, the escrow account has a balance of approximately $123,000 and
no amounts have been withdrawn.
In April 1996, the property manager (an affiliate of the Partnership's
joint venture partner in the property) notified the Partnership of
potential sub-terranean termite damage at the property. This damage was
discovered as a result of a wood replacement project that was undertaken to
prepare the property to market for sale. The exterminating company that
had been treating the property for several years was notified of the
extensive damage and was negotiating with the property manager and the
venture partners its liability regarding the damage. The joint venture and
the exterminating company then commenced negotiating a possible settlement.
In December 1996, the exterminating company notified the Partnership of its
desire to schedule a mediation between the parties in order to resolve
certain disputes regarding the repair costs. During 1997, the joint
venture and the exterminating company agreed on a settlement. Although the
terms of the settlement agreement preclude the public dissemination of the
settlement amount, such amount and the related costs of repair have been
reflected in the accompanying consolidated financial statements. It is
expected that the amount received from the settlement will cover
substantially all costs of repair. Subsequently in April, the Partnership
received the settlement amount and commenced the tear-out and
reconstruction of the remainder of the property. This project is expected
to be completed by August 1997. At that time, the joint venture will
market the property for sale.
LONG BEACH PLAZA
The Partnership has not remitted all of the scheduled debt service
payments for the mortgage loan secured by the Long Beach Plaza Shopping
Center since June 1993. Accordingly, the combined balances of the mortgage
note and related accrued interest of approximately $48,720,000 at March 31,
1997 and approximately $47,624,000 at December 31, 1996 are in default and
have been classified as current liabilities in the accompanying
consolidated financial statements. The Partnership had initiated
discussions with the first mortgage lender regarding a modification of its
mortgage loan secured by the property, which was originally due in June
1994. The lender agreed to a short-term loan extension until August 31,
1995. The Partnership has been unable to secure a modification or further
<PAGE>
extension to the loan. The Partnership decided not to commit any
significant additional amounts to the property. In March 1996, a receiver
was appointed for the benefit of the lender. As a result, the Partnership
was required to submit to the lender approximately $1,000,000 of prior
years' cash generated from the property. Title to the property is expected
to be transferred in 1997. This will result in the Partnership no longer
having an ownership interest in the property and will result in gain for
financial reporting and Federal income tax purposes to the Partnership with
no corresponding distributable proceeds in 1997.
On adoption of SFAS 121 as described above, the Partnership recorded a
provision for value impairment of $13,100,000 as of January 1, 1996 to
reflect the then estimated fair value of the property based upon the use of
an appropriate capitalization rate on the property's net operating income.
On December 31, 1996, the Partnership recorded an additional provision for
value impairment of $4,500,000 to revise the estimated fair value, less
costs to sell, of the property based on current net operating income.
ALLIED AUTOMOTIVE CENTER
On October 10, 1990, the Partnership sold the land, building, and
related improvements of the Allied Automotive Center located in Southfield,
Michigan.
The Partnership had retained title to a defined 1.9 acre piece of land
(the "Parcel"). On March 12, 1997, the Partnership sold the Parcel for
approximately $680,000. The sale of this Parcel resulted in a gain for
financial reporting and Federal income tax purposes of approximately
$542,000 in the first quarter of 1997.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying consolidated
financial statements for additional information concerning certain of the
Partnership's investments.
In March 1997, some of the Holders of Interests received from a third
party unaffiliated with the Partnership an unsolicited offer to purchase up
to 17,000 Interests at $10 per Interest. Such offer expired on April 10,
1997. The board of directors of JMB Realty Corporation ("JMB"), the
Corporate General Partner, has established a special committee (the
"Special Committee") consisting of certain directors of JMB to deal with
all matters relating to tender offers for Interest, including any and all
responses to such tender offers. The Special Committee has retained
independent counsel to advise it in connection with any tender offers for
Interests and has retained Lehman Brothers Inc. as financial advisor to
assist the Special Committee in evaluating and responding to such tender
offers. With respect to the offer for Interests at $10 per Interest, the
Special Committee, on behalf of the Partnership, recommended against
acceptance of this offer on the basis that, among other things, the offer
price was inadequate. 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 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. As of the date of this report, the
Partnership is aware that .37% of the Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases.
At March 31, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $5,898,000 and short-term
investments of approximately $374,000. In April 1997, the Partnership paid
$1,500,000 of previously deferred leasing fees to an affiliate of the
General Partners. The remaining amounts are available for working capital
requirements and potential leasing and tenant improvement costs at certain
of the Partnership's investment properties as further described below. The
Partnership has currently budgeted in 1997 approximately $2,489,000 for its
share of tenant improvements and other capital expenditures. Actual
amounts expended may vary depending on a number of factors including actual
leasing activity, results of property operations, liquidity considerations
and other market conditions. The source of capital for such items and for
both short-term and long-term future liquidity is expected to be through
the net cash generated by certain of the Partnership's investment
properties and through the sale or refinancing of certain of such
investments. Potential other sources include escrow deposits required
under the terms of certain loan modifications and other currently
restricted funds. The Partnership does not consider its indirect interest
in JMB/NYC or Long Beach Plaza to be significant sources of liquidity. The
Partnership's and its ventures' mortgage obligations generally 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.
Based upon estimated operations of certain of the Partnership's
investment properties and on the anticipated requirements of the
Partnership to fund its share of leasing and capital improvement costs at
certain properties, the Partnership had suspended operating cash
distributions to the Holders of Interests and the General Partners
effective as of the first quarter of 1992. It is important to maintain
liquidity in the Partnership in order to provide funds for potential future
obligations or for opportunities to preserve or enhance the value of the
remaining properties. Future distributions from operations, sales or
refinancings will be dependent upon a combination of the current cash flow
from the investment properties and the longer term capital requirements of
the Partnership.
<PAGE>
The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests. Although the Partnership expects
to distribute from sale proceeds some portion of the Holders' original
capital, the Holders of Interests are expected to receive substantially
less than one-fourth of their original investment from all distributions of
sale and refinancing proceeds over the entire term of the Partnership.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in the Copley Place multi-use complex on January 23,
1997 and the sale of the Glades Apartments in November 1996. Reference is
made to the note in the accompanying consolidated financial statements for
a discussion of the sale of the Partnership's interest in the Copley Place
multi-use complex.
The decrease in depreciation expense for the three months ended March
31, 1997 as compared to the three months ended March 31, 1996 is due to the
classification of the Partnership's investment properties as held for sale
during 1996 and the corresponding suspension of depreciation charges in
1997.
The provision for value impairment in the amount of $13,100,000 for
the three months ended March 31, 1996 relates to the Long Beach Plaza
Shopping Center.
The Partnership's share of income from unconsolidated venture for the
period ending March 31, 1997, is due to the restructuring of JMB/NYC's
interests in Joint Ventures during 1996, whereby JMB/NYC adopted the cost
method of accounting for its indirect investment in the unconsolidated
ventures owning the Properties. Accordingly, JMB/NYC has suspended loss
recognition relative to its real estate investments and has reversed those
previously recognized losses that it is no longer potentially obligated to
fund. The Partnership's share of income for the period ending March 31,
1997, consists of interest income earned on amounts contributed by the
Partnership which are held in escrow by JMB/NYC and reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement. The Partnership does not recognize its
share of interest expense accruing on the JMB/NYC purchase notes due to the
non-recourse nature of the notes and that repayment of the outstanding
balance of the notes (including accrued interest) is dependent on cash flow
from the Properties.
The gain on sale or disposition of investment properties, net of
venture partners' share of $72,171,405 for the three months ended March 31,
1997 consists of a gain of $71,629,613 related to the sale of the interest
in the Copley Place multi-use complex, and a gain of $541,792 related to
the sale of land at the Allied Automotive Center.
The extraordinary item of $55,183,784 for the three months ended March
31, 1997 is due to the forgiveness of indebtedness on the purchase price
note payable to an affiliate in connection with the sale of the interest in
the Copley Place multi-use complex.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In February 1996, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII, JMB
REALTY CORPORATION, et. al. was initiated in California Superior Court of
Orange County, California. In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
notes secured by the Long Beach Plaza Shopping Center, sought the
appointment of a receiver for the benefit of the lender to take exclusive
possession, control and operation of the property. Due to declining retail
sales at the shopping center and one of its anchor tenant's previously
vacating its space, the Partnership has not made all of the scheduled debt
service payments on the mortgage notes since June 1993. The Partnership
also did not pay the outstanding principal and accrued interest on the
first mortgage note at its maturity in August 1995 (combined principal and
accrued interest balance at March 31, 1997 was approximately $48,720,000).
The Partnership was unable to obtain a long-term modification of the
mortgage notes from Teachers, and the Partnership decided not to commit any
significant additional amounts to the property. In March 1996, the Court
granted Teachers' application and entered an order for a receiver to take
exclusive possession, control and operation of the property. Accordingly,
the receiver has control of the property and its operations. An affiliate
of the General Partners continues as the property manager, at the
discretion of the receiver. Title to the property is expected to be
transferred to Teachers or its designee in 1997.
The Partnership is not subject to any other material legal
proceedings.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to the subsection entitled "Long Beach Plaza" in
Notes to Consolidated Financial Statements filed with this report for a
discussion of the default under the mortgage loan secured by Long Beach
Plaza, which discussion is hereby incorporated by reference.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1997.
<CAPTION>
1996 1997
------------------------------------- ------------------------------
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. Michael's (Marshall's)
Aurora Plaza
shopping center
Aurora (Denver), Colorado . . 95% 96% 96% 96% 96%
2. Carrollwood Station
Apartments
Tampa, Florida. . . . . . . . 96% 98% 97% 96% 96%
3. Long Beach Plaza
shopping center
Long Beach, California. . . . 55% 55% 55% 55% 48%
4. Sherry Lane Place
office building
Dallas, Texas . . . . . . . . 96% 97% 96% 96% 97%
5. Copley Place
multi-use complex
Boston, Massachusetts . . . . 89% 93% 90% 90% N/A
6. First Tennessee Plaza
(Plaza Tower)
office building
Knoxville, Tennessee. . . . . 91% 93% 93% 93% 92%
7. 237 Park Avenue Building
New York, New York. . . . . . 98% 98% 98% * *
8. 1290 Avenue of the Americas
Building
New York, New York. . . . . . 78% 71% 81% * *
<FN>
An "N/A" indicates that the property was sold and was not owned by the Partnership or its joint venture at
the end of the period.
An "*" indicates that the joint venture which owns the property was restructured. Reference is made to the
Notes for further information regarding the reorganized and restructured ventures.
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus and which is hereby incorporated by
reference.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.
4-A. Documents relating to the mortgage loan secured by the
Copley Place multi-use complex, in Boston Massachusetts, are also hereby
incorporated herein by reference to Post-Effective Amendment No. 2 in the
Partnership's Registration Statement on Form S-11 (File No. 2-81125) dated
June 9, 1983.
4-B. Documents relating to the modification of the mortgage
loan secured by the Copley Place multi-use complex are hereby incorporated
herein by reference.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the Copley Place multi-use complex in Boston,
Massachusetts, are hereby incorporated herein by reference to Post-
Effective Amendment No. 2 to the Partnership's Registration Statement on
Form S-11 (File No. 2-81125) dated June 9, 1983.
10-B. Agreement of Limited Partnership of Carlyle - XIII
Associates L.P. is hereby incorporated herein by reference to the
Partnership's Report on Form 10-Q (File No. 0-12791) dated May 14, 1993.
10-C. Second Amended and Restated Articles of Partnership of
JMB/NYC Office Building Associates, L.P. are hereby incorporated herein by
reference to the Partnership's Report on Form 10-K (File No. 0-12791) for
December 31, 1993, dated March 28, 1994.
10-D. Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc. are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.
10-E. Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc. are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.
10-F. $600,000 demand note between Carlyle-XIII Associates, L.P.
and Carlyle Managers, Inc., are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.
10-G. $600,000 demand note between Carlyle-XIII Associates, L.P.
and Carlyle Investors, Inc., are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.
<PAGE>
10-H. Amendment No. 1 to the Agreement of Limited Partnership of
Carlyle-XIII Associates, L.P. is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-12791)
dated May 11, 1995.
10-I. Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. is
hereby incorporated by reference to the Partnership's Report for March 31,
1995 on Form 10-Q (File No. 0-12791) dated May 11, 1995.
10-J. Agreement of Conversion of 1290 Associates into 1290
Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership, O&Y Equity Company,
L.P., a Delaware limited partnership and O&Y NY Building Corp., a Delaware
corporation, is hereby incorporated by reference to the Partnership's
Report for December 31, 1995 on Form 10-K (File No. 0-12791) dated March
25, 1996.
10-K. Agreement of Conversion of 237 Park Avenue Associates into
237 Park Avenue Associates, L.L.C., dated October 10, 1995 among JMB/NYC
Office Building Associates, L.P., an Illinois limited partnership, O&Y
Equity Company, L.P., a Delaware limited partnership and O&Y NY Building
Corp., a Delaware corporation, is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-12791)
dated March 25, 1996.
10-L. Disclosure Statement for the Second Amended Joint Plan of
Reorganization of 237 Park Avenue Associates, L.L.C. and 1290 Associates,
L.L.C. dated August 9, 1996 is hereby incorporated by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.
10-M. Consent of Director of Carlyle-XIV Managers, Inc. (known
as Carlyle Managers, Inc.) dated October 31, 1996 is hereby incorporated by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.
10-N. Consent of Director of Carlyle-XIII, Managers, Inc. (known
as Carlyle Investors, Inc.) dated October 31, 1996 is hereby incorporated
by reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.
10-O. Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII and Carlyle Managers, Inc. dated October 31, 1996 is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.
10-P. Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII and Carlyle Investors, Inc., dated October 31, 1996 is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.
10-Q. Indemnification agreement between Property Partners, L.P.,
Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P. dated as of
October 10, 1996 is hereby incorporated by reference to the Partnership's
Report for December 31, 1996 on Form 10-K (File No. 0-12791) dated March
21, 1997.
<PAGE>
10-R. Agreement of Limited Partnership of 237/1290 Lower Tier
Associates, L.P. dated as of October 10, 1996 is hereby incorporated by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.
10-S. Amended and Restated Limited Partnership Agreement of
237/1290 Upper Tier Associates, L.P. dated as of October 10, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.
27. Financial Data Schedule
Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule 601(b)
(4) (iii), the Registrant commits to provide copies of such agreements to
the SEC upon request.
(b) On February 7, 1997, the Partnership filed a report on Form 8-K
with respect to the sale of its interest in the Copley Place multi-use
complex on January 23, 1997. Such report on Form 8-K included a Pro Forma
Condensed Consolidated Statement of Operations for the period ending
December 31, 1995 (Item 7) as well as a description of the sale (Item 2).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 9, 1997
<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, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000711604
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,898,459
<SECURITIES> 374,085
<RECEIVABLES> 4,250,976
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,523,520
<PP&E> 65,954,286
<DEPRECIATION> 0
<TOTAL-ASSETS> 79,425,805
<CURRENT-LIABILITIES> 61,150,071
<BONDS> 62,826,773
<COMMON> 0
0
0
<OTHER-SE> (49,457,867)
<TOTAL-LIABILITY-AND-EQUITY> 79,425,805
<SALES> 5,115,519
<TOTAL-REVENUES> 5,213,279
<CGS> 0
<TOTAL-COSTS> 2,993,104
<OTHER-EXPENSES> 215,256
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,835,106
<INCOME-PRETAX> (830,187)
<INCOME-TAX> 0
<INCOME-CONTINUING> (797,482)
<DISCONTINUED> 72,171,405
<EXTRAORDINARY> 55,183,784
<CHANGES> 0
<NET-INCOME> 126,557,707
<EPS-PRIMARY> 342.38
<EPS-DILUTED> 342.38
</TABLE>
