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, 1998 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 . . . . . . . . . . . . . . . . . . . . 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 15
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, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 12,153,051 9,528,301
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . 249,985 374,085
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 313,907 23,218
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 1,206,291 2,157,413
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 80,043 96,133
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 119,254
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 14,003,277 12,298,404
------------ ------------
Investment properties held for sale or disposition. . . . . . . . . . . 9,277,123 14,917,470
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 31,957 31,957
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,745 219,687
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . . -- 133,368
------------ ------------
$ 23,448,102 27,600,886
============ ============
<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,
1998 1997
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 33,734,354 40,361,075
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 592,185 235,535
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 705,579 1,994,139
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,912 109,854
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 19,371,188 18,302,502
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 178,341 --
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 54,612,559 61,003,105
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 183,372 255,538
Partnership's share of the maximum unfunded
obligation under the indemnification agreement. . . . . . . . . . . . 4,097,695 4,131,258
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 1,524,515 1,479,679
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 60,418,141 66,869,580
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (18,477,802) (18,485,486)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,149,967) (1,149,967)
------------ ------------
(19,626,769) (19,634,453)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (291,629,870) (295,750,699)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (51,937,567) (50,107,709)
------------ ------------
(17,343,270) (19,634,241)
------------ ------------
Total partners' deficits. . . . . . . . . . . . . . . . . . . . (36,970,039) (39,268,694)
------------ ------------
$ 23,448,102 27,600,886
============ ============
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,484,332 5,115,519
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,969 97,760
Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186,043 --
----------- -----------
1,831,344 5,213,279
----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 1,312,178 2,835,106
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 1,444,604 2,760,795
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 117,833 45,414
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 7,172 232,309
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 178,650 169,842
----------- -----------
3,060,437 6,043,466
----------- -----------
(1,229,093) (830,187)
Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement . . . . . . . . . 33,563 33,563
Venture partners' share of earnings (loss) from
ventures' operations. . . . . . . . . . . . . . . . . . . . . . . . . . . (401) (858)
----------- -----------
Earnings (loss) before gain on sale or disposition of
investment properties or interest in investment property. . . . . (1,195,931) (797,482)
Gain on sale or disposition of investment properties or interest
in investment property, net of venture partner's share. . . . . . . . . 5,324,444 72,171,405
----------- -----------
Earnings (loss) before extraordinary items. . . . . . . . . . . . . 4,128,513 71,373,923
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 55,183,784
----------- -----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 4,128,513 126,557,707
=========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1998 1997
------------ -----------
Net earnings (loss) per
limited partnership interest:
Earnings (loss) before gain on sale or
disposition of investment properties or
interest in investment property . . . . . . . . . . . . . . . . $ (3.14) (2.09)
Gain on sale or disposition of investment
properties or interest in investment
property, net of venture partners' share. . . . . . . . . . . . 14.40 195.21
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . -- 149.26
------------ ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . $ 11.26 342.38
============ ==========
Cash distributions per limited
partnership interest. . . . . . . . . . . . . . . . . . . . . . . $ 5.00 --
============ ==========
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,128,513 126,557,707
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 7,172 232,309
Amortization of discount on long-term debt. . . . . . . . . . . . . . . 44,836 39,790
Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement . . . . . . . (33,563) (33,563)
Venture partners' share of ventures' operations . . . . . . . . . . . . 401 858
Gain on sale or disposition of investment properties or interest
in investment property, net of venture partners' share. . . . . . . . (5,324,444) (72,171,405)
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . -- 629,639
Working capital decrease related to sale of interest in
investment property . . . . . . . . . . . . . . . . . . . . . . . . . -- (2,318,702)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . -- (55,183,784)
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . (290,689) 578,227
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 1,004,009 152,932
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,090 120,566
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,674 (550,001)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . -- 693
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,250 (771,936)
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . (1,288,560) 439,843
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,942) (146,136)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,068,686 1,096,041
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 178,341 (25,922)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (72,166) 32,340
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . (116,392) (1,320,504)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1998 1997
------------ -----------
Cash flows from investing activities:
Proceeds from sale of investment properties or interest
in investment property, net of selling expenses . . . . . . . . . . . . 4,642,140 1,608,453
Net sales and maturities (purchases) of short-term investments. . . . . . 124,100 --
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (97,746) (184,833)
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (600)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (94,440)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . 4,668,494 1,328,580
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (37,494) (139,834)
Distribution to venture partner . . . . . . . . . . . . . . . . . . . . . (60,000) --
Distribution to limited partners. . . . . . . . . . . . . . . . . . . . . (1,829,858) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (1,927,352) (139,834)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 2,624,750 (131,758)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 9,528,301 6,030,217
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 12,153,051 5,898,459
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 202,112 1,060,495
============ ===========
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 items . . . . . . . . . . . . . . . . . . . . . . . . . . -- 55,183,784
------------ ------------
Cash sales proceeds from sale of investment properties,
net of selling expenses . . . . . . . . . . . . . . . . . . . . . $ -- 1,608,453
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1998 1997
------------ -----------
Sale of interest in investment property:
Gain on sale of interest in investment property . . . . . . . . . . . $ 5,324,444 --
Basis in investment property. . . . . . . . . . . . . . . . . . . . . (682,304) --
------------ ------------
Cash proceeds from sale of interest
in investment property. . . . . . . . . . . . . . . . . . . . . $ 4,642,140 --
============ ============
Net assets and venture partner's
deficit in venture written off at sale
of interest in investment property. . . . . . . . . . . . . . . . . . $ 192,968 --
============ ============
<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, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-12791) filed on March 21, 1998, 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 1997 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 March 31, 1998, the Partnership and its consolidated ventures
have or have previously committed to plans to sell or dispose of all their
remaining investment properties. Accordingly, all consolidated properties
have been classified as held for sale or disposition in the accompanying
consolidated financial statements as of the respective date of such plan's
adoption. The net results of operations for the three months ended
March 31, 1998 and 1997 for consolidated properties classified as held for
sale or disposition or sold or disposed of during the past two years were
($1,354,624) and ($831,045), respectively. In addition, the accompanying
consolidated financial statements include $0 and $33,563, respectively, of
the Partnership's share of total property operations of $0 and ($797,482)
for unconsolidated properties for the three months ended March 31, 1998 and
1997, respectively, which are held for sale or disposition or have been
sold or disposed of during the past two years.
Certain amounts in the 1997 financial statements have been
reclassified to conform with the 1998 presentation.
<PAGE>
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, 1998 and for the
three months ended March 31, 1998 and 1997 were as follows:
Unpaid at
March 31,
1998 1997 1998
-------- --------- ------------
Property management
and leasing fees . . . . . . $21,345 40,645 --
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. . 26,611 43,671 25,000
-------- ------- -------
$ 47,956 84,316 25,000
======== ======= =======
All property management fees and leasing fees are being paid
currently. In February 1998, the Partnership paid $1,322,000 of previously
deferred leasing fees to an affiliate of the General Partners.
The Partnership is obligated to fund, on demand, $200,000 and $200,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, for
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying consolidated financial statements). As of March 31, 1998,
these obligations bore interest at 5.32% per annum and interest accrued on
these obligations was $280,579, after payment of $2,000 in 1998.
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"). Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties. The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy.
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. In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties. There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001. If such REIT affiliate
exercises such right to purchase, for the reasons discussed below, it is
unlikely that such purchase would result in any significant distributions
to the partners of the Partnership. Additionally, at any time, JMB/NYC has
the right to require such REIT affiliate to purchase the interest of
JMB/NYC in the Properties for the same price at which such REIT affiliate
can require JMB/NYC to sell such interest as described above.
<PAGE>
Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated 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 Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.
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 (including interest earned) at the termination of the
indemnification agreement.
The Partnership has discontinued the application of the equity method
of accounting for the indirect interests in the Properties and additional
losses from the investment in unconsolidated venture will not be
recognized. Should the unconsolidated venture subsequently report income,
the Partnership will resume applying the equity method on its share of such
income only after such income exceeds net losses not previously recognized.
CARROLLWOOD STATION APARTMENTS
In December 1997, the Partnership on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property. Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property. On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximates the share of proceeds that the
Partnership would have received from a sale to the proposed purchaser of
the property. As of the date of the sale, the Partenrship was relieved
from any further obligations under the joint venture agreement. The
Partnership recognized a gain of approximately $5,300,000 for financial
reporting purposes and expects to recognize a gain of approximately
$8,300,000 for Federal income tax purposes in 1998.
LONG BEACH PLAZA
The Partnership has not remitted the required 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 notes and
related accrued interest of approximately $53,106,000 at March 31, 1998 and
approximately $52,009,000 at December 31, 1997 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 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. Title to the property is currently expected to be transferred in
1998 as a formal notice of the lender's intent to realize upon its security
<PAGE>
was received by the Partnership in March, 1997. This will result in the
Partnership no longer having an ownership interest in the property and will
result in a gain for financial reporting and Federal income tax purposes to
the Partnership with no corresponding distributable proceeds in 1998.
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 1997
and 1996 Annual Report) necessary for a fair presentation have been made to
the accompanying figures as of March 31, 1998 and for the three months
ended March 31, 1998 and 1997.
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 (approximately 4.6% of the outstanding Interests) at
$10 per Interest. Such offer expired on April 10, 1997. As of the date of
this report, the Partnership is aware that 1.44% of the Interests have been
purchased by such unaffiliated third party either pursuant to such tender
offer or through negotiated purchases. 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
Interests, 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.
At March 31, 1998, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $12,153,000 and short-term
investments of approximately $250,000. These funds are available for
working capital requirements and reserves, and potential future
distributions to the General Partners and Holders of Interests. In
February 1998, the Partnership made a distribution to the Holders of
Interests totaling $1,829,858 (approximately $5 per Interest) out of sale
proceeds (primarily related to the sale of Michael's Aurora Plaza). In
February 1998, the Partnership paid $1,233,000 of previously deferred fees
to an affiliate of the General Partners. Additionally, the Partnership
expects to make a distribution of approximately $9,000,000 ($25 per
Interest) to Holders of Interests in June 1998 from the proceeds of the
sale of the Partnership's interest in the Carrollwood Station Associates as
well as proceeds from prior sales. The Partnership does not expect to
spend other than nominal amounts in 1998 for tenant improvements as the
Partnership's interest in the Carrollwood Apartments, the only remaining
source of liquidity at December 31, 1997, was sold in 1998, and title to
Long Beach Plaza is expected to be transferred to the lender in 1998. In
connection with the sale of Michael's Aurora Plaza in October 1997, as is
<PAGE>
customary in such transactions, the Partnership has agreed to certain
representations and warranties, with a stipulated survival period which
expires June 15, 1998. Although it is not expected, the Partnership may
ultimately have some liability under such representations and warranties.
In addition, the Partnership does not consider its indirect interest in
JMB/NYC to be a source of liquidity. In such regard, reference is made to
the Partnership's property-specific discussions in the notes. The
Partnership's and its ventures' mortgage obligations are separate non-
recourse loans secured individually by the investment properties and are
not obligations of any other investment, and the Partnership and its
ventures are not personally liable for the payment of the mortgage
indebtedness.
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 Carrollwood Station Associates on March 2, 1998
and in the Copley Place multi-use complex in January 1997, and the sale of
the Sherry Lane Place and First Tennessee Office Buildings in September
1997 and the sale of Michael's Aurora Plaza in October 1997.
The increase in cash and cash equivalents at March 31, 1998 as
compared to December 31, 1997 is primarily due to the temporary investment
of the proceeds from the sale of the Partnership's interest in Carrollwood
Station Associates on March 2, 1998 partially offset by the distribution to
the Holders of Interests and the payment of previously deferred fees to the
General Partners and their affiliates.
The increase in restricted funds and related increase in accounts
payable at March 31, 1998 as compared to December 31, 1997 is primarily due
to the timing of payment of expenses at the Long Beach Plaza.
The decrease in amounts due to affiliates at March 31, 1998 as
compared to December 31, 1997 is primarily due to the payment of previously
deferred management fees payable to the General Partners and their
affiliates in the first quarter of 1998.
The increase in interest income for the three months ended March 31,
1998 as compared to the same period in 1997 is primarily due to a higher
average cash balance available for temporary investment in the first
quarter of 1998.
The increase in other income for the three months ended March 31, 1998
as compared to the same period in 1997 is primarily due to the 1998 sale of
stock that was received in the settlement of claims against a tenant in
bankruptcy related to the Partnership's interest in the Old Orchard Venture
(sold in August 1993).
<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, 1998 was approximately $53,106,000).
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 currently expected to
be transferred to Teachers or its designee in 1998.
The Partnership is not subject to any other material legal
proceedings.
<PAGE>
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 1998.
<CAPTION>
1997 1998
------------------------------------- ------------------------------
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. Carrollwood Station
Apartments
Tampa, Florida (a) . . . . . 96% 97% 97% 98% N/A
2. Long Beach Plaza
shopping center
Long Beach, California . . . 48% 49% 34% 59% 60%
3. 237 Park Avenue Building
New York, New York . . . . . * * * * *
4. 1290 Avenue of the Americas
Building
New York, New York . . . . . * * * * *
<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.
(a) The Partnership's interest in this property was sold on March 31, 1998 by the Partnership as described
further in the Notes.
</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.
10-A. 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-B. 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-C. 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-D. 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-E. $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-F. $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.
10-G. Assumption Agreements dated October 14, 1994 made by 237
Park Avenue Associates and by 1290 Associates in favor and for the benefit
of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC Office
Building Associates, L.P., copies of which are herein incorporated by
reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-12791) dated March 27, 1995.
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.
<PAGE>
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. to
Metropolis Realty Trust, Inc. 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-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.
<PAGE>
10-T. Assignment of Limited Partnership Interest by Carlyle Real
Estate Limited Partnership - XIII dated March 2, 1998 is hereby
incorporated by reference to the Partnership's Report for March 2, 1998 on
Form 8-K (File No. 0-12791) dated March 16, 1998.
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) The following reports on Form 8-K were filed during the last
quarter of the period covered by this report:
(i) The Partnership's Report on Form 8-K (File No. 0-12791)
for March 2, 1998 (describing the sale of the Partnership's interest in
Carrollwood Station Associates, was filed. This report was dated March 16,
1998.
<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 11, 1998
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, 1998
<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, 1998 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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 12,153,051
<SECURITIES> 249,985
<RECEIVABLES> 1,600,241
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,003,277
<PP&E> 9,277,123
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,448,102
<CURRENT-LIABILITIES> 54,612,559
<BONDS> 1,524,515
<COMMON> 0
0
0
<OTHER-SE> (36,970,039)
<TOTAL-LIABILITY-AND-EQUITY> 23,448,102
<SALES> 1,484,332
<TOTAL-REVENUES> 1,831,344
<CGS> 0
<TOTAL-COSTS> 1,451,776
<OTHER-EXPENSES> 296,483
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,312,178
<INCOME-PRETAX> (1,229,093)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,195,931)
<DISCONTINUED> 5,324,444
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,128,513
<EPS-PRIMARY> 11.26
<EPS-DILUTED> 11.26
</TABLE>
