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 June 30, 1996 Commission file number 0-15962
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(Exact name of registrant as specified in its charter)
Illinois 36-3256340
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 16
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 18
Item 5. Other Information. . . . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 20
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 18,202,845 16,210,170
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 21,000 2,544,419
Interest, rents and other receivables (net of allowance
for doubtful accounts of $18,914 and $383,341 at
June 30, 1996 and December 31, 1995, respectively). . . . . . . . . 183,232 310,325
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,641 101,000
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 409,138 328,318
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 18,820,856 19,494,232
------------ ------------
Investment properties, at cost:
Land and leasehold interests. . . . . . . . . . . . . . . . . . . . 4,887,375 6,982,049
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 51,340,848 105,859,744
------------ ------------
56,228,223 112,841,793
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 17,122,663 36,814,248
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 39,105,560 76,027,545
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 6,891,663 7,534,345
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,213,964 1,920,835
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 239,969 1,136,835
------------ ------------
$ 66,272,012 106,113,792
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 18,750,000 60,042,105
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 717,950 1,187,171
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . 2,900,204 2,743,979
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,499,336 7,291,442
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 600,125 600,015
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,017 304,724
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 25,686,632 72,169,436
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 73,332 417,084
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 193,850,863 184,813,778
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 26,000,000 26,000,000
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 245,610,827 283,400,298
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (21,883,948) (21,087,495)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,316,336) (1,316,336)
------------ ------------
(23,199,284) (22,402,831)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 351,746,836 351,746,836
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (463,710,339) (462,454,483)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (44,176,028) (44,176,028)
------------ ------------
(156,139,531) (154,883,675)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . (179,338,815) (177,286,506)
------------ ------------
$ 66,272,012 106,113,792
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 2,294,173 4,620,454 5,893,978 8,978,468
Interest income . . . . . . . . . . . . . . . . 256,586 264,780 384,399 582,946
Other income. . . . . . . . . . . . . . . . . . 400,382 400,856 400,382 400,856
----------- ---------- ----------- ----------
2,951,141 5,286,090 6,678,759 9,962,270
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 983,764 2,968,740 3,142,714 6,078,231
Depreciation. . . . . . . . . . . . . . . . . . 364,716 1,120,248 729,059 2,247,677
Property operating expenses . . . . . . . . . . 1,373,142 2,291,664 3,172,376 4,264,372
Professional services . . . . . . . . . . . . . 104,027 155,640 311,106 463,104
Amortization of deferred expenses . . . . . . . 98,515 147,844 258,321 287,826
General and administrative. . . . . . . . . . . 179,881 248,317 482,770 395,491
----------- ---------- ----------- ----------
3,104,045 6,932,453 8,096,346 13,736,701
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . . (152,904) (1,646,363) (1,417,587) (3,774,431)
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . . (4,100,116) (5,202,006) (8,446,733) (11,053,260)
----------- ---------- ----------- ----------
Net operating earnings (loss) . . . . . . (4,253,020) (6,848,369) (9,864,320) (14,827,691)
Gain on sale of investment properties . . . . . . -- -- -- 6,638,774
----------- ---------- ----------- ----------
Net earnings (loss) before
extraordinary items and
cumulative effect of
accounting change . . . . . . . . . . . (4,253,020) (6,848,369) (9,864,320) (8,188,917)
Extraordinary items:
Gain on forgiveness of indebtedness . . . . . . -- -- 23,812,011 1,586,624
Cumulative effect of accounting change. . . . . . -- -- (16,000,000) --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . . $(4,253,020) (6,848,369) (2,052,309) (6,602,293)
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss) . . . . . $ (10.18) (16.40) (23.61) (35.50)
Gain on sale of investment
properties . . . . . . . . . . . . . -- -- -- 16.38
Extraordinary items . . . . . . . . . . -- -- 58.78 3.92
Cumulative effect of an
accounting change . . . . . . . . . . -- -- (38.30) --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . $ (10.18) (16.40) (3.13) (15.20)
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . $ -- -- -- 20.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,052,309) (6,602,293)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729,059 2,247,677
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 258,321 287,826
Amortization of discount on long-term debt. . . . . . . . . . . . . . . -- 183,352
Partnership's share of operations of unconsolidated ventures. . . . . . 8,446,733 11,053,260
Gain on sale of investment properties . . . . . . . . . . . . . . . . . -- (6,638,774)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . (23,812,011) (1,586,624)
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . 16,000,000 --
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . (861,169) (335,925)
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 39,069 (59,968)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,602 136,226
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,820) (67,855)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 171,054 97,809
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,719 10,326
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,224 72,700
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68,186) (444,481)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,907,540 3,689,497
Deferred interest . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 967,369
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 158,415 (210,997)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (10,103) 62,513
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (590,542)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 1,076,138 2,271,096
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (13,312,100)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (176,516) (468,009)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 1,233,034 265,000
Cash proceeds from sale of investment properties. . . . . . . . . . . . . -- 2,795,768
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (10,000)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (139,981) (433,715)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 916,537 (11,163,056)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (955,961)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (81,017)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (8,020,647)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . -- (9,057,625)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 1,992,675 (17,949,585)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 16,210,170 18,165,563
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 18,202,845 215,978
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,235,174 1,073,513
============ ===========
Non-cash investing and financing activities:
Sale of investment properties:
Total sale proceeds, net of selling expenses. . . . . . . . . . . . . $ -- 17,925,768
Principal balances due on mortgages payable . . . . . . . . . . . . . -- (15,130,000)
------------ -----------
Cash proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . $ -- 2,795,768
============ ===========
Extraordinary item due to forgiveness of indebtedness
secured by Brittany Downs Apartments - Phase II. . . . . . . . . . . . $ -- 1,586,624
============ ===========
Extraordinary item due to forgiveness of indebtedness
secured by Wilshire Bundy Plaza. . . . . . . . . . . . . . . . . . . . $ 23,812,011 --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 Annual Report on Form 10-K (File No. 0-
15962) filed on March 25, 1996, 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 1995 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.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
Certain amounts in the 1995 financial statements have been reclassed
to conform with the 1996 presentation.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of June 30, 1996 and for the six months ended June 30,
1996 and 1995 were as follows:
Unpaid at
June 30,
1996 1995 1996
-------- ------- ---------
Property management
and leasing fees . . . . . . $132,606 197,931 1,839,000
Insurance commissions . . . . 21,612 44,600 --
Reimbursement (at
cost) for out-of-
pocket salary and
salary-related
expenses related
to the on-site
and other costs
for the Partner-
ship and its
investment
properties . . . . . . . . . 91,956 15,394 82,956
-------- ------ ---------
$246,174 257,925 1,921,956
======== ====== =========
The Partnership is obligated to fund, on demand, $1,200,000 and
$1,200,000 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
June 30, 1996, these obligations bore interest at 4.99% per annum and
interest accrued on these obligations was $417,336.
Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided and continues to provide certain property
management services to certain properties owned by the Partnership. Such
acquisition had no effect on the fees payable by the Partnership under any
existing agreements with such company. The fees earned by such company
from the Partnership for the six months ended June 30, 1996 were
approximately $2,900, all of which have been paid.
ORCHARD ASSOCIATES
The Partnership's interest in Old Orchard shopping center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV") was sold in
September 1993.
Old Orchard Urban Venture still may earn, under certain conditions, up
to an additional $3,400,000 (of which Orchard Associates has a 79.1667
interest) based upon certain future earnings of the property (as defined),
none of which has been earned or received as of the date of this report.
In August 1996, OOUV distributed to Orchard $455,000 in proceeds from
the partial settlement of operating prorations. As a result, Orchard
Associates distributed $227,500 to the Partnership representing its share
of such operating prorations.
JMB/NYC
The Corporate General Partner of the Partnership believes that the
agreement discussed below, although subject to the satisfaction of certain
conditions, will in substance be effected (with some changes in the form or
structure of such transactions) as to the elimination (beyond the guaranty
or letter of credit described below) of any potential funding obligations
of the Partnership in the future.
In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway to resolve certain disputes. Certain provisions of
the Agreement were immediately effective and, therefore, binding upon the
partners, while others become effective either upon certain conditions
being met or upon execution and delivery of final documentation. In
general, the parties agreed to: (i) amend the joint ventures' agreements to
eliminate any funding obligation by JMB/NYC for any purpose in return for
JMB/NYC relinquishing its rights to approve almost all property management,
leasing, sale (certain rights to control a sale would be retained by
JMB/NYC through March 31, 2001) or refinancing decisions and the
establishment of a new preferential distribution level payable to the
Olympia & York affiliates from all future sources of cash, (ii) sell the 2
Broadway Building, and (iii) restructure the first mortgage loan. In
anticipation of this sale and in accordance with the Agreement, the unpaid
first mortgage indebtedness previously allocated to 2 Broadway was
allocated to 237 Park Avenue and 1290 Avenue of the Americas during 1994.
A more detailed discussion of these items is contained in the Partnership's
1995 Annual Report.
As part of the Agreement, in order to facilitate the restructuring,
JMB/NYC and the Olympia & York affiliates agreed to file for each of the
property owning joint ventures a pre-arranged bankruptcy plan for
reorganization under Chapter 11 of the Bankruptcy Code. In June 1995, the
2 Broadway joint ventures filed their pre-arranged bankruptcy plans for
reorganization, and in August 1995, the bankruptcy court entered an order
confirming their plans of reorganization. In September 1995, the sale of
the 2 Broadway Building was completed. Bankruptcy filings for the other
property owning joint ventures were made in April 1996. JMB/NYC is seeking
to incorporate much of the substance of the transactions proposed in the
Agreement in the reorganization plans for the other property owning joint
ventures, although such reorganization plans will be subject to the
approval of various creditors of the property owning joint ventures and of
the Olympia & York affiliates as well as the bankruptcy court and various
specifics of the proposed transactions are expected to be changed.
Consequently, there is no assurance such transactions in the Agreement will
be substantially incorporated or that the transactions contemplated in the
Agreement will be finalized. In addition, in connection with such
restructuring and reorganizations, it is currently expected that the
Partnership and its Affiliated Partners will be required to provide a joint
and several guaranty or letter of credit in order to secure their
compliance with certain covenants related to the restructuring and
reorganizations.
Even if the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, the property
owning joint ventures and JMB/NYC will each have a substantial amount of
indebtedness. It is not expected that JMB/NYC would receive any
distributions from the operations of the 237 Park Avenue or 1290 Avenue of
the Americas office buildings. Moreover, if the properties were sold and
the property mortgage indebtedness repaid, the purchase money notes
(including accrued and deferred interest) payable by JMB/NYC to the Olympia
& York affiliates and certain cash distribution preferences in favor of the
Olympia & York affiliates must be paid before a portion of any sale
proceeds would be distributable to the Partnership. As a result, it is
unlikely that the Partnership will receive any significant amount of
distributions from JMB/NYC in the future.
If the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, it is expected
that the Partnership and the Limited Partners would recognize in 1996 a
significant amount of gain for Federal income tax purposes with no
corresponding distributable proceeds, but with the recognition of
additional gain from the investment in JMB/NYC deferred until the next and
succeeding years. In the event that one or more of the transactions in the
Agreement are not consummated as part of the restructuring and
reorganizations, the Partnership and the Limited Partners may, among other
things, recognize in 1996 a substantially greater amount of gain for
Federal income tax purposes with no corresponding distributable proceeds
and no amount of gain deferred. JMB/NYC would likely then proceed to
terminate its affairs.
JMB/PIPER
Occupancy of this building remained at 98% during the quarter.
Under the terms of an August 1992 modification agreement with the
lender, the lender is essentially entitled to all operating cash flow. In
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, contingent interest is payable in annual installments on
April 1 computed at 50% of gross receipts, as defined, for each fiscal year
in excess of $15,200,000. No such contingent interest was due for 1993,
1994 or 1995. In addition, to the extent the investment property generates
cash flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan. The excess cash flow payments remitted to
the lender for 1993 and 1994 totalled $1,390,910 and $353,251,
respectively. During 1995, excess cash flow generated under this agreement
was $464,178 which was remitted to the lender in April 1996 from cash held
by the venture. On a monthly basis, the venture deposits the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow is not sufficient
to cover such items. To date, no escrow funds have been required to be
used for leasing costs. At June 30, 1996, the balance of such escrow
account totalled approximately $3,546,000. The manager of the property
(which was an affiliate of the Corporate General Partner through November
1994) has agreed to defer receipt of its management fee until a later date.
As of June 30, 1996, the manager has deferred approximately $2,896,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994 of which $919,500 is the Partnership's share) of management
fees.
In addition, upon sale or refinancing, the lender is entitled to a
significant level of proceeds in excess of the then unpaid principal
balance prior to the joint venture's receipt of proceeds. While the
modification provides the joint venture with an opportunity to retain an
ownership position in the property, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in the value of the property before the joint venture
can share in sale or refinancing proceeds.
JMB/900
Occupancy of this building increased to 98% up from 97% at the end of
the first quarter. The midtown Manhattan market remains competitive.
Approximately 44,000 square feet (approximately 9% of the building's
leasable square footage) of leased space expires in 1996, of which 25,900
square feet (approximately 5% of the building's leasable square footage)
has been released and 2,045 square feet has been renewed to date. The
property's operating cash flow will be adversely affected by lower rental
rates achieved and leasing costs incurred upon releasing this space and may
be adversely affected by increased vacancy during the releasing period.
Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($1,457,000 of which was contributed by the
Partnership) to pay past due real estate taxes and to pay certain costs,
including litigation settlement costs, which were the responsibility of one
of the Venture Partners under the terms of the joint venture agreement to
the extent such funds were not available from the investment property. In
July 1989, JMB/900 filed a lawsuit in Federal court against the former
manager and one of the Venture Partners to recover the amounts contributed
and to recover for certain other joint venture obligations on which the
Venture Partner has defaulted. This lawsuit was dismissed on
jurisdictional grounds. Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against the Venture Partner, the Partnership,
an affiliate of the Partnership and JMB/900, which has enabled JMB/900 to
refile its previously asserted claims against the Venture Partner as part
of that lawsuit in Federal court. There is no assurance that JMB/900 will
recover the amounts of its claims as a result of the litigation. Due to
the uncertainty, no amounts in addition to the amounts advanced to date,
noted above, have been recorded in the financial statements. Settlement
discussions with one of the Venture Partners and the FDIC continue. In
connection with the current settlement discussions, the FDIC has filed two
additional lawsuits against JMB/900 and the non-affiliated defendants, in
an attempt, among other things, to obtain a legal resolution of competing
claims made as to the ownership of the Progress Partners interest of the
Venture Partner. JMB/900 has entered into an agreement with the FDIC to
stay these proceedings against itself pending the outcome of the current
settlement discussions. If a settlement is not achieved and the FDIC
pursues these actions, JMB/900 intends to vigorously defend itself. In
addition, it appears that the Venture Partners may not have the financial
capabilities to repay amounts advanced on their behalf. Consequently, a
final settlement may involve redirecting to JMB/900 amounts otherwise
payable to the Venture Partners in accordance with the venture agreement.
Under certain circumstances, JMB/900 may consider purchasing one or all of
the Venture Partners' positions in Progress Partners in order to resolve
this and potential future disputes. There are no assurances that a
settlement will be finalized or that JMB/900 will be able to recover any
amounts from the Venture Partners.
Pursuant to the extension on the mortgage loan, net cash flow (as
defined) after debt service and capital and after repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the joint venture in connection with the loan extension
will be paid into an escrow account controlled by the lender to be used,
including interest earned thereon, by the joint venture for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space). The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to the joint venture once 90% of
such leased space has been renewed or released. To date, no escrow funds
have been deposited into the account for leasing costs. As of the date of
this report, approximately $1,529,000 of the amounts advanced by the joint
venture have been repaid to the joint venture (of which the Partnership's
share is approximately $510,000).
MARINERS POINTE
Occupancy at the Mariners Pointe Apartments decreased slightly to 90%
from 91% at the end of the first quarter. The underlying $6,500,000
mortgage loan matures on October 1, 1996. Subsequent to the end of the
quarter, the Partnership finalized a nine-month extension of the maturity
date of the loan on terms similar to the existing terms. In connection
with the extension, the joint venture made a $200,000 deposit into an
account held by the lender as additional collateral for the mortgage loan.
The Partnership advanced the funds necessary for such deposit.
Accordingly, the principal balance of the property's underlying mortgage
loan ($6,500,000) has been classified as a current liability in the
accompanying consolidated financial statements at June 30, 1996 and
December 31, 1995.
In 1995, the joint venture commenced marketing the property for sale.
In March 1996, the joint venture signed an agreement for a sale of the
property. Such sale agreement was subject to certain contingencies which
were to be satisfied by May 15, 1996. The prospective purchaser was unable
to remove such contingencies by that date, and consequently, the
Partnership has reinstated its marketing effort for sale. The property was
classified as held for sale or disposition as of January 1, 1996 and
therefore has not been subject to continued depreciation. The accompanying
consolidated financial statements include $632,016 and $591,860 of revenues
and $566,684 and $691,789 of operating expenses for the six months ended
June 30, 1996 and 1995, respectively. The property had a net carrying
value of $5,180,918 and $5,257,128 at June 30, 1996 and December 31, 1995,
respectively.
LOUIS JOLIET MALL
Occupancy at this mall, including temporary tenants, increased to 80%
up from 77% at the end of the first quarter, (excluding the effect of the
1995 move-out of General Cinema, Inc. which continues to pay its full rent
and charges). The Partnership is marketing the vacant space (including the
General Cinema space) and to date has executed leases for approximately
10,000 square feet (or approximately 3% of the Mall's leasable space). The
Partnership is currently in negotiations with a potential replacement
operator for the General Cinema space. The Partnership may be required to
contribute capital to secure such replacement operator.
The litigation regarding the lease expiration date for Al Baskin Co.,
a former tenant, continues. The tenant has filed for protection under
Chapter 11 of the U.S. Bankruptcy Code and the Partnership has filed a
claim in the maximum amount allowable (approximately 14 months of future
rent or approximately $415,000). If the tenant accepts the Partnership's
bankruptcy claim, the Partnership will terminate this action.
WILSHIRE BUNDY PLAZA
The Partnership had commenced discussions with the existing lender for
a possible debt modification on its mortgage loan which matured April 1996
in order to reduce its debt service and cover its releasing costs over the
next several years. In this regard, the Partnership suspended debt service
payments commencing with the December 1, 1994 payment. During July 1995,
the Partnership received a formal notice of default on its mortgage loan
from the lender. Accordingly, the principal balance of the mortgage loan
($41,292,105) and related accrued interest were classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995. The lender began foreclosure proceedings in October 1995. A
receiver was appointed for the property and the previously affiliated third
party property manager continued to manage the property on behalf of the
receiver. Title to the property transferred to the lender on March 27,
1996. As a result of the transfer of title, the Partnership was relieved
of all obligations related to the property, including an estimated $100,000
in earthquake repairs related to the January 17, 1994 earthquake in
Southern California. The property was classified as held for sale or
disposition as of January 1, 1996 and therefore was not subject to
continued depreciation. The accompanying consolidated financial statements
include $16,000,000 as cumulative effect of an accounting change to record
value impairment and $23,812,011 of extraordinary gain on extinguishment of
debt upon the lender taking title to the property for the six months ended
June 30, 1996, and $1,445,191 and $3,617,468 of revenues and $1,988,793 and
$5,175,973 of operating expenses for the six months ended June 30, 1996 and
1995, respectively. The property had a net carrying value of $36,374,605
at December 31, 1995. The Partnership expects to recognize a gain of
approximately $9,200,000 for Federal income tax purposes in 1996 with no
corresponding distributable proceeds.
WELLS FARGO CENTER (SOUTH TOWER)
The mortgage note secured by the property (with a balance of
$197,376,393 as of June 30, 1996), as well as the promissory note secured
by the Partnership's interest in the joint venture (with a balance of
$12,250,000 and accrued interest of $2,310,000 and $1,575,000 as of June
30, 1996 and December 31, 1995, respectively) matured December 1, 1994.
The Partnership and the joint venture have been in discussions with the
respective lenders regarding an extension of the mortgage note and the
promissory note. The joint venture had reached an agreement with the
lender of the mortgage note whereby the lender would refrain from
exercising its rights and remedies under the loan documents through March,
1996 while the joint venture continues to negotiate an extension or
refinancing of the note with the lender. The lender is currently
considering an extension of such agreement. The venture continues to make
interest payments to the lender under the original terms of the mortgage
note and is required to escrow all available cash flow. The Partnership
has ceased making debt service payments on the promissory note and an
extension or refinancing with the lender is likely to be dependent on the
results of negotiations with the lender of the mortgage note. Such
negotiations could involve a restructuring or potential paydown of the
venture's obligations, however, no amounts will be contributed by the
venture or the Partnership unless there is a reasonable expectation of
recovery of such incremental amounts. There is no assurance that the joint
venture or the Partnership will be able to extend or refinance these notes.
In the absence of an extension or refinancing of the notes and due to the
uncertainty as to whether IBM will renew any of its remaining space, the
Partnership may decide not to commit any significant additional amounts to
the property. This would likely result in the Partnership no longer having
an ownership interest in the property, and in such event would result in a
gain for financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds. The promissory note secured by the
Partnership's interest in the joint venture has been classified at June 30,
1996 and December 31, 1995 as a current liability in the accompanying
consolidated financial statements.
1090 VERMONT
During the first quarter, the joint venture finalized a lease
modification agreement with Metro Office Management (12,392 square feet
with an original lease expiration date of August 31, 2001) whereby the
joint venture agreed to lower the tenant's rent to an approximate market
rental rate in return for a five year extension of the lease expiration
date to August 31, 2006. In addition, the Delphi International Group
(12,392 square feet with an original lease expiration date of January 31,
2004) informed the joint venture that due to financial difficulties, it
will cease operations and liquidate later this year. Based upon a review
of the tenant's financial condition, it does not appear that the joint
venture will be able to recover a significant amount of the future rent in
connection with the liquidation of this tenant. As a result of lower rent
from existing tenants, anticipated increased vacancy and potential
releasing costs associated with such vacancy, the joint venture, and
therefore, the Partnership anticipates a lower level of operating cash flow
from this property in the near term.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/NYC for the six months
ended June 30, 1996 and 1995 are as follows:
1996 1995
----------- ----------
Total income from properties
(unconsolidated). . . . . . . . . . . . . $61,184,806 65,462,753
=========== ==========
Operating loss of ventures. . . . . . . . . $26,246,650 34,965,536
=========== ==========
Partnership's share of
operating loss. . . . . . . . . . . . . . $ 6,374,620 8,883,774
=========== ==========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of June 30, 1996
and for the three and six months ended June 30, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying consolidated
financial statements for additional information concerning certain of the
Partnership's investments.
The Partnership and its consolidated ventures have currently budgeted
in 1996 approximately $1,497,000 for tenant improvements and other capital
expenditures, which is a reduction of approximately $1,334,000 from
original budget estimates due to the disposition of Wilshire Bundy as
discussed in the notes to the accompanying consolidated financial
statements.
The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return to the
Limited Partners. After reviewing the remaining properties and the
competitive marketplaces in which they operate, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of most of
its remaining investment portfolio as quickly as practicable. As a result,
the Partnership currently expects that it will sell or dispose of its
remaining investment properties, with the possible exception of its
interests in the 237 Park Avenue and the 1290 Avenue of the America
properties, no later than the end of 1999 barring unforeseen economic
developments. Although the Partnership expects to distribute sale proceeds
from the disposition of certain of the Partnership's remaining investment
properties, aggregate distributions of net cash flow and sale and
refinancing proceeds received by the Limited Partners over the entire term
of the Partnership will be substantially less than half of their original
investment. However, in connection with sales or other dispositions
(including transfers of title to lenders) of properties (or interests
therein) owned by the Partnership or its joint ventures, the Limited
Partners may be allocated substantial gain for Federal income tax purposes
regardless of whether any proceeds are distributable from such sales or
other dispositions.
RESULTS OF OPERATIONS
The decrease in restricted funds at June 30, 1996 as compared to
December 31, 1995 is due primarily to the disposition of Wilshire Bundy
Plaza during March 1996 and all related property cash remitted to the
lender.
The Wilshire Bundy property was classified by the Partnership as held
for disposition at January 1, 1996. The decrease in interest, rents and
other receivables, prepaid expenses, land and leasehold improvements,
buildings and improvements, accumulated depreciation, deferred expenses,
accrued rents receivable, accounts payable and tenant security deposits at
June 30, 1996 as compared to December 31, 1995 is due primarily to the
disposition of Wilshire Bundy Plaza to the lender in March 1996. In
addition, the decrease in land and leasehold improvements and buildings and
improvements at June 30, 1996 as compared to December 31, 1995 is also due
to the $16,000,000 provision for value impairment (reflected as the
cumulative effect of an accounting change in the accompanying consolidated
financial statements) recorded at Wilshire Bundy on January 1, 1996. Due
to such provision, and the suspension of depreciation provisions pursuant
to SFAS 121, no gain or loss on the disposition of the property was
required.
The decrease in current portion of long-term debt and accrued interest
at June 30, 1996 as compared to December 31, 1995 is primarily due to the
disposition of Wilshire Bundy Plaza in March 1996. The decrease in accrued
interest at June 30, 1996 as compared to December 31, 1995 is partially
offset by the accrual of interest on the debt secured by the Partnership's
interest in the South Tower Venture for which the Partnership has suspended
debt service payments. Reference is also made to Part II. Item 3. -
Default Upon Senior Securities.
The decrease in rental income for the three and six months ended June
30, 1996 as compared to the three and six months ended June 30, 1995 is due
primarily to the disposition of Wilshire Bundy Plaza in March 1996.
Interest income decreased for the three and six months ended June 30,
1996 as compared to the three and six months ended June 30, 1995 primarily
due to lower average investments in U.S. Government obligations in 1996 due
to, among other factors, the distribution to the partners of $8,101,664 in
February 1995.
The decrease in mortgage and other interest expense for the three and
six months ended June 30, 1996 as compared to the three and six months
ended June 30, 1995 is due to the disposition of Louisiana Tower in August
1995, the disposition of Wilshire Bundy Plaza in March 1996, and the 1995
refinancing of the first and second mortgage notes secured by the Louis
Joliet Mall.
The decrease in depreciation expense for the three and six months
ended June 30, 1996 as compared to the three and six months ended June 30,
1995 is primarily due to the disposition of Louisiana Tower in August 1995
and suspension of depreciation at Wilshire Bundy Plaza effective January 1,
1996.
The decrease in property operating expenses for the three and six
months ended June 30, 1996 as compared to the three and six months ended
June 30, 1995 is due to the disposition of Louisiana Tower in August 1995
and the disposition of Wilshire Bundy Plaza in March 1996.
The decrease in the Partnership's share of loss from operations of
unconsolidated venture for the three and six months ended June 30, 1996 as
compared to the three and six months ended June 30, 1995 is primarily due
to lower interest expense related to the discharge of principal and accrued
interest on the 2 Broadway Purchase Notes of $62,529,627 as a result of the
sale of 2 Broadway in September 1995, partially offset by a decrease in
rental income at the 1290 Avenue of the Americas office building due to
greater vacancy during 1996.
The gain on sale of investment properties and the related
extraordinary gain on forgiveness of indebtedness for the six months ended
June 30, 1995 is due to the sale of the Brittany Downs Apartments Phase I
and Phase II in January 1995.
The extraordinary gain on forgiveness of indebtedness for the six
months ended June 30, 1996 is due to the disposition of the Wilshire Bundy
Plaza in March 1996 as discussed above.
The cumulative effect of an accounting change in the amount of
$16,000,000 for the six months ended June 30, 1996 was recorded January 1,
1996 due to the requirements of SFAS 121.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to Notes to Consolidated Financial Statements
included in this report for a discussion of defaults under, and/or current
attempts to obtain modifications of, loans secured by the Wells Fargo South
Tower and the Partnership's interest in the South Tower Venture which
discussions are hereby incorporated by reference.
Prior to 1996, the lender asserted various defaults under the mortgage
loan secured by the 237 Park Avenue and 1290 Avenue of the Americas Office
Buildings. Commencing in January 1996, the property owning joint ventures
ceased making monthly debt service payments on the mortgage loan.
Principal and interest in arrears related to the mortgage loan at June 30,
1996 is approximately $44,324,000. A restructuring of the first mortgage
loan now appears likely to depend on the restructuring of the ownership
interest of various affiliates of O & Y in a number of office buildings and
the reorganization of the property owning joint ventures, which have filed
for bankruptcy under Chapter 11 of the Bankruptcy Code as more fully
discussed in the Notes to Consolidated Financial Statements included in the
Partnership's 1995 Annual Report on Form 10-K.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996.
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Wilshire Bundy Plaza
Los Angeles, California. . . 83% 87% 86% 86% N/A N/A
2. Mariners Pointe Apartments
Stockton, California . . . . 85% 91% 96% 94% 91% 90%
3. 237 Park Avenue Building
New York, New York . . . . . 98% 98% 98% 98% 98% 98%
4. 1290 Avenue of the
Americas Building
New York, New York . . . . . 94% 94% 94% 78% 78% 71%
5. 1090 Vermont Avenue
Building
Washington, D.C. . . . . . . 95% 95% 93% 95% 91% 88%
6. Piper Jaffray Tower
Minneapolis, Minnesota . . . 97% 97% 98% 98% 98% 98%
7. 900 Third Avenue Building
New York, New York . . . . . 94% 96% 96% 97% 97% 98%
8. Wells Fargo Center
South Tower
Los Angeles, California. . . 96% 96% 96% 95% 95% 97%
9. Louis Joliet Mall
Joliet, Illinois . . . . . . 79% 80% 87% 88% 77% 80%
<FN>
- ----------------
An "N/A" indicates that the property was disposed of and was not owned by the Partnership at the end of the
quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A.* Amended and Restated Agreement of Limited
Partnership.
3-B.* Assignment Agreement by and among the Partnership,
the General Partners and the Initial Limited Partner.
4-A. Long-term debt documents relating to the first
mortgage loan secured by the 2 Broadway, 1290 Avenue of the Americas and
237 Park Avenue Buildings are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
4-B. Long-term debt documents relating to the refinancing
of the first mortgage loan secured by the 1090 Vermont office building in
Washington, D.C., copies of which are hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.
4-C. Long-term debt documents relating to the September,
1995 refinancing of the first and second mortgage loans secured by the
Louis Joliet Mall in Joliet, Illinois are hereby incorporated by reference
to the Partnership's Report for September 30, 1995 on Form 10-Q (File No.
0-15962) dated November 9, 1995.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the 1290 Avenue of the Americas Building in
New York, New York are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the 237 Park Avenue Building in New York, New
York are hereby incorporated by reference to the Partnership's Post-
Effective Amendment #1 to the Partnership's Registration Statement on Form
S-11 (File No. 0-15962) dated June 4, 1984.
10-C. Acquisition documents relating to the purchase by the
Partnership of an interest in the Wells Fargo Center - IBM Tower in Los
Angeles, California are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #5 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
10-D. Acquisition documents relating to the purchase by the
Partnership of the Louis Joliet Mall in Joliet, Illinois are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-15962) dated August 1, 1985.
10-E. Agreement of Limited Partnership of Carlyle-XIV
Associates, L.P. is hereby incorporated by reference to the Partnership's
Report on Form 10-Q (File No. 0-15962) dated May 14, 1993.
10-F. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates, is hereby incorporated by reference
to the Partnership's Report for December 31, 1993 on Form 10-K (File No. 0-
15962) dated March 28, 1994.
10-G. Documents relating to the sale by the Partnership of
its interest in the Old Orchard Urban Venture are hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-15962) for
August 30, 1993, dated November 12, 1993.
10-H. Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc., (known as Carlyle Managers, Inc.) is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No 0-15962) dated March 28, 1994.
10-I. Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc., (known as Carlyle Investors, Inc.), is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No. 0-15962) dated March 28, 1994.
10-J. $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Managers, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.
10-K. $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Investors, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.
10-L. Proposed Restructure of Two Broadway, 1290 Avenue of
the Americas and 237 Park Avenue, New York, New York and Summary of Terms
dated October 14, 1994, a copy of which is hereby incorporated by reference
to the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.
10-M. 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 hereby incorporated
by reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-15962) dated March 27, 1995.
10-N. Assumption Agreements dated October 14, 1994 made by
O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, copies of which are hereby
incorporated by reference to the Partnership's Report for December 31, 1994
on Form 10-K (File No. 0-15962) dated March 27, 1995.
10-O. Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building, copies of which are
hereby incorporated by reference to the Partnership's Report for December
31, 1994 on Form 10-K (File No. 0-15962) dated March 27, 1995.
10-P. Amendment No. 1 to the Agreement of Limited
Partnership of Carlyle-XIV Associates, L.P. dated January 1, 1994 by and
between Carlyle Investors, Inc. a Delaware corporation, as general partner,
and Carlyle Real Estate Limited Partnership-XIV, an Illinois limited
partnership, as limited partner, is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-15962)
dated May 11, 1995.
10-Q. Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. dated
January 1, 1994 by and between Carlyle Managers, Inc. a Delaware
corporation, as general partner, and Carlyle-XIII Associates, L.P. a
Delaware limited partnership, Carlyle-XIV Associates, L.P. a Delaware
limited partnership and Property Partners, L.P. a Delaware limited
partnership, as the limited partners, is hereby incorporated by reference
to the Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-
15962) dated May 11, 1995.
10-R. Agreement of Sale between 2 Broadway Associates, L.P.
and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated by reference to the Partnership's Report for December 31, 1995
on Form 10-K (File No. 0-15962) dated March 25, 1996.
10-S. 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. 0-15962) dated March
25, 1996.
10-T. 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-
15962) dated March 25, 1996.
10-U. Trustee's Deed of Sale dated March 27, 1996 relating
to the conveyance of title and interest in Wilshire Bundy Plaza to Teachers
Insurance and Annuity Association of America (Grantee) by Chicago Title
Company (Trustee) for Carlyle Real Estate Limited Partnership - XIV
(Trustor) is incorporated herein by reference to the Partnership's Report
for March 31, 1996 on Form 10-Q (File No. 0-15962) dated May 10, 1996.
27. Financial Data Schedule
- -------------------
* Previously filed as Exhibits 3-B, 3-C and 10-H to the
Partnership's Report for December 31, 1992 on Form 10-K of the Securities
Exchange Act (File No. 0-15962) filed on March 30, 1993 and hereby
incorporated herein by reference.
(b) No reports on Form 8-K have been filed for the quarter
covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: August 9, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 18,202,845
<SECURITIES> 0
<RECEIVABLES> 618,011
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,820,856
<PP&E> 56,228,223
<DEPRECIATION> 17,122,663
<TOTAL-ASSETS> 66,272,012
<CURRENT-LIABILITIES> 25,686,632
<BONDS> 26,000,000
<COMMON> 0
0
0
<OTHER-SE> (179,338,815)
<TOTAL-LIABILITY-AND-EQUITY> 66,272,012
<SALES> 5,893,978
<TOTAL-REVENUES> 6,678,759
<CGS> 0
<TOTAL-COSTS> 4,159,756
<OTHER-EXPENSES> 793,876
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,142,714
<INCOME-PRETAX> (1,417,587)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,864,320)
<DISCONTINUED> 0
<EXTRAORDINARY> 23,812,011
<CHANGES> (16,000,000)
<NET-INCOME> (2,052,309)
<EPS-PRIMARY> (3.13)
<EPS-DILUTED> (3.13)
</TABLE>
