Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, LTD.
Commission File No. 000-16975
Form 10-Q
Gentlemen:
Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current report
on Form 10-Q for the 3rd quarter September 30, 1996.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD.
By:JMB Realty Corporation
Corporate General Partner
By: ___________________________________
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Enclosures<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the quarter Commission file
ended September 30, 1996 number 000-16975
CARLYLE INCOME PLUS, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3439532
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ----------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of Class)
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
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K . . . . . 21
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents. $ 3,128,052 2,778,447
Rents and other receivables
(net of allowance for doubtful
accounts of $219,627 in 1996 and
$263,462 in 1995). . . . . 1,037,063 1,051,190
Prepaid expenses . . . . . . 85,164 48,871
----------- -----------
Total current assets . . 4,250,279 3,878,508
----------- -----------
Investment properties, at cost:
Land . . . . . . . . . . . . 11,941,328 12,276,993
Buildings and improvements . . . 33,217,598 33,386,378
----------- -----------
45,158,926 45,663,371
Less accumulated depreciation. . 10,456,774 9,983,281
----------- -----------
Total investment properties,
net of accumulated
depreciation . 34,702,152 35,680,090
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------- ----------
Investments in unconsolidated
ventures, at equity. . . . . . . 11,164,962 9,505,409
Deferred expenses . . . . . . . . 82,223 87,955
Accrued rents receivable . . . . . 431,229 415,509
----------- ------------
$ 50,630,845 49,567,471
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . $ 92,839 93,068
Amounts due to affiliates . . . 64,297 46,010
Unearned rents . . . . . . . . . 23,320 71,350
Accrued real estate taxes. . . . 959,949 937,812
---------- -----------
Total current liabilities. . 1,140,405 1,148,240
Tenant security deposits . . . . . 193,014 194,801
---------- -----------
Total liabilities. . . . 1,333,419 1,343,041
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . 25,000 25,000
Cumulative net earnings (losses) 677,231 575,461
Cumulative cash distributions. . (1,817,063) (1,723,581)
---------- -----------
(1,114,832) (1,123,120)
---------- -----------<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------- -----------
Limited partners (88,808.058
Interests):
Capital contributions, net of
offering costs . . . . . . . . 77,762,167 77,762,167
Cumulative net earnings
(losses) . . . . . . . . . . . 10,851,869 8,011,000
Cumulative cash
distributions. . . . . . . . . (38,201,778) (36,425,617)
---------- -----------
50,412,258 49,347,550
---------- -----------
Total partners' capital
accounts . . . . . . . . 49,297,426 48,224,430
---------- -----------
$ 50,630,845 49,567,471
========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income
Rental income. . . . . . . . . . . $ 1,592,888 1,685,484 4,762,342 4,942,673
Interest income. . . . . . . . . . 35,064 61,853 129,902 187,957
---------- ---------- ---------- ----------
1,627,952 1,747,337 4,892,244 5,130,630
---------- ---------- ---------- ----------
Expenses:
Depreciation . . . . . . . . . . . 97,245 358,083 473,493 1,061,392
Property operating
expenses. . . . . . . . . . . . . 665,852 677,648 2,000,703 1,912,095
Professional services. . . . . . . 113,649 -- 167,274 62,631
Amortization of
deferred expenses . . . . . . . . 8,594 9,284 24,735 27,207
General and administrative . . . . 39,602 101,524 222,953 185,686
Provisions for value impairment. 720,000 13,400,000 720,000 13,400,000
---------- ---------- ---------- ----------
1,644,942 14,546,539 3,609,158 16,649,011
---------- ---------- ---------- ----------
Operating
earnings (loss). . . . . (16,990) (12,799,202) 1,283,086 (11,518,381)
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS-CONCLUDED
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership's share
of operations of
unconsolidated
ventures . . . . . . . . . . . . . 202,110 (1,606,679) 525,510 (1,289,547)
---------- ---------- ---------- ----------
Net operating earnings
(loss) . . . . . . . . . . 185,120 (14,405,881) 1,808,596 (12,807,928)
Partnership's share of
gain on sale of property
by unconsolidated
venture. . . . . . . . . . . . . . . 1,134,043 -- 1,134,043 --
---------- ---------- ---------- ----------
Net earnings (loss). . . . $ 1,319,163 (14,405,881) 2,942,639 (12,807,928)
========== ========== ========== ==========
Net earnings (loss)
per limited
partnership
interest
<PAGE>
Net operating earnings
(loss) . . . . . . . . . . $ 1.98 (154.10) 19.35 (137.01)
Partnership's share
of gain on sale
of property by
unconsolidated
venture. . . . . . . . . . 12.64 -- 12.64 --
---------- ---------- ---------- ----------
Net earnings (loss). . . . $ 14.62 (154.10) 31.99 (137.01)
========== ========== ========== ==========
Cash distributions
per limited partnership
interest. . . . . . . . . $ -- 10.00 20.00 35.00
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from
operating activities:
Net earnings (loss) . . $ 2,942,639 (12,807,928)
Items not requiring (providing)
cash or cash equivalents:
Depreciation. . . . 473,493 1,061,392
Amortization of deferred
expenses . . . . . 24,735 27,207
Provisions for value
impairment . . . . 720,000 13,400,000
Partnership's share of
operations of unconsolidated
ventures, net of distributions (525,510) 1,289,547
Partnership's share of gain on
sale of property by
unconsolidated venture . . (1,134,043) --
Changes in:
Rents and other receivables 14,127 (357,188)
Prepaid expenses. . . . . . (36,293) (37,393)
Accrued rents receivable. . . (15,720) (14,409)
Accounts payable. . . . . . . (229) (5,156)
Amounts due to affiliates . . 18,287 (22,108)
Unearned rents. . . . . . . . (48,030) (76,213)
Accrued real estate taxes . . 22,137 476,605
Tenant security deposits. . . (1,787) (6,079)
------------ ------------
Net cash provided by
(used in) operating
activities. . 2,453,806 2,928,277
------------ ------------
Cash flows from investing
activities:
Net sales and maturities
(purchases) of
short-term investments. -- 931,575
Additions to investment
properties . . . . (215,555) (228,479)
Partnership's distributions
from unconsolidated
ventures . . . . . -- 575,500
Payment of deferred expenses (19,003) (16,207)
------------ -----------
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONCLUDED
1996 1995
------------ -----------
Net cash provided by
(used in) investing
activities . (234,558) 1,262,389
------------ -----------
Cash flows from financing
activities:
Distributions to limited
partners. . . . . . (1,776,161) (3,108,282)
Distributions to general
partners. . . . . . (93,482) (163,594)
----------- -----------
Net cash provided by
(used in) financing
activities (1,869,643) (3,271,876)
----------- -----------
Net increase (decrease)
in cash and
cash equivalents 349,605 918,790
Cash and cash equivalents,
beginning of year 2,778,447 3,185,145
----------- -----------
Cash and cash equivalents,
end of period . $ 3,128,052 4,103,935
=========== ===========
Supplemental disclosure of cash
flow information:
Cash paid for mortgage and other
interest . . . . . . $ -- --
=========== ===========
Non-cash investing and
financing activities $ -- --
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the
Partnership's audited financial statements for the fiscal year
ended December 31, 1995 which are included in the Partnership's
1995 Annual Report, as certain footnote disclosures which would
substantially duplicate those contained in such audited
financial statements have been omitted from this report.
The preparation of financial statements in accordance with
GAAP requires the Partnership to make estimates and assumptions
that affect the reported or disclosed amount of assets and
liabilities and disclosure of contingent 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 these estimates.
Statement of Financial Accounting Standards No. 121 was
adopted by the Partnership on January 1, 1996.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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 September 30, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:
UNPAID AT
SEPTEMBER 30,
1996 1995 1996
--------- ---------- ------------
<S> <C> <C> <C>
Property management and
leasing fees $ 70,164 70,029 7,291
Insurance commissions 15,938 15,604 --
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. 66,447 139,412 57,006
-------- ---------------- ---------
$ 152,549 225,045 64,297
======== ================ ================
All amounts payable to the General Partners and their affiliates do not bear interest and are
expected to be paid in future periods.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Landings Shopping Center
Occupancy at the property increased to 67% at September 30,
1996, from 65% at June 30, 1996, but down from 82% at March 31,
1996 primarily as a result of the vacating of four tenants which
occupied approximately 16,700 square feet. The JMB/Landings
joint venture (the "Venture") is pursuing its legal remedies
concerning the approximately $148,000 in aggregate arrearages
due from various tenants, including approximately $45,000 in
delinquent rents due from a tenant occupying 11,200 square feet
whose parent company filed for bankruptcy protection earlier in
1996. In addition, tenant leases representing approximately 22%
and 26% of the leasable space at the property are scheduled to
expire in 1997 and 1998, respectively, not all of which are
expected to be renewed. The venture is conserving its working
capital in order to fund budgeted 1996 capital and tenant costs
of approximately $130,000 (most of which has not been expended
at September 30, 1996)and for potential future costs in
connection with the lease-up of the vacant space, for which the
venture is actively pursuing replacement tenants.
Ashby Apartments
The property was classified as held for sale as of April 1,
1996 and therefore has not been subject to continued
depreciation as of that date. The accompanying financial
statements include $374,076 and $256,600 of operations of
unconsolidated venture for the nine months ended September 30,
1996 and 1995, respectively. Such asset had a net carrying
value of $5,523,770 at December 31, 1995.
In July 1996, the CIP/Ashby joint venture (the "venture")
entered into a contract with a potential purchaser for the sale
of this property for a sale price of $21,400,000 (before selling
costs), payable in cash at closing. Pursuant to such contract,
the property was sold on August 26, 1996. The venture has
recognized a gain on sale of $3,658,205 for financial reporting
purposes (of which the Partnership's share is $1,134,043),
primarily as a result of a $7,572,479 value impairment recorded
by the venture in 1994 (of which the Partnership's share was
$2,347,468), and expects to recognize a loss of approximately
$3,565,000 for Federal income tax reporting purposes in 1996 (of
which the Partnership's share will be approximately $1,105,000).
Carson Industrial Park
Occupancy remained at 93% at September 30, 1996. Tenant
leases representing approximately 18%, 28% and 22% of the
property's leasable space are due to expire during the remaining
portion of 1996, in 1997 and 1998, respectively. Not all of
these leases are expected to be renewed. Subsequent to
September 30, 1996, the Partnership began actively pursuing the
sale of this property.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Costa Mesa Industrial Park
Occupancy remained at 69% at September 30, 1996, as a result
of a tenant who converted its Chapter 11 bankruptcy to Chapter
7 bankruptcy in late December 1995 and vacated its space in
January 1996, at which time this tenant was approximately
$75,000 in arrears with respect to its modified lease
obligation. Accordingly, such arrearages were reserved for in
the accompanying financial statements as of December 31, 1995.
During 1996, a nominal amount was received from the tenant and
all remaining amounts will not be collected.The Partnership is
currently pursuing a potential replacement tenant for this
space. Tenant leases representing approximately 33% and 37% of
the property's leasable space are due to expire in 1997 and
1998, respectively. There can be no assurance that these tenant
leases will be renewed.
Currently, the Partnership is actively pursuing the sale of
this property which was classified as held for sale as of April
1, 1996 and therefore has not been subject to continued
depreciation as of that date. The accompanying financial
statements include $296,359 and $438,912 of revenues for the
nine months ended September 30, 1996 and 1995 and $144,951 and
$3,681,190 of operating expenses for the nine months ended
September 30, 1996 and 1995, respectively. The property had a
net carrying value of $3,002,678 and $2,946,261 at September 30,
1996 and December 31, 1995, respectively.
In June, 1996 the Partnership discovered the existence of an
unspecified amount of subsoil contamination on the Costa Mesa
Industrial Park property. The Partnership believes that the
source of this contamination is a current tenant at the
property. The Partnership has initiated discussions to have the
tenant, among other things, fund the costs of any required
remediation. The Partnership has meritorious rights of action
against the tenant in the event current discussions prove
unsuccessful. Although the investigation of the extent of
contamination is incomplete and a remediation plan has not been
finalized by the responsible tenant as of the date of this
report, based on current information, the Partnership does not
expect the costs of remediation to be significant.
Rancho Franciscan Apartments
Occupancy decreased to 95% at September 30, 1996, from 97%
at June 30, 1996. Currently, the Partnership is actively
pursuing the sale of this property which was classified as held
for sale as of April 1, 1996 and therefore has not been subject
to continued depreciation as of that date. The accompanying
financial statements include $866,013 and $829,010 of revenues
for the nine months ended September 30, 1996 and 1995 and
$389,895 and $1,896,368 of operating expenses for the nine
months ended September 30, 1996 and 1995, respectively. The
property had a net carrying value of $7,462,804 and $7,499,005
at September 30, 1996 and December 31, 1995, respectively.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
In October 1996, a potential purchaser signed a letter of
intent to purchase this property. If the sale is consummated
under the proposed terms, the Partnership would recognize a gain
for financial reporting purposes (primarily as a result of a
$1,400,000 value impairment recorded by the Partnership in 1995)
and a loss for Federal income tax reporting purposes. There can
be no assurance, however, that the sale of the property will be
consummated on these or any other terms with this potential
purchaser.
Riverview Shopping Center
Occupancy remained at 97% at September 30, 1996. Tenant
leases representing approximately 13% of the property's leasable
space expire in 1997, not all which are expected to be renewed.
The property was classified as held for sale as of April 1,
1996 and therefore has not been subject to continued
depreciation as of that date. The accompanying financial
statements include $1,975,633 and $1,854,593 of revenues for the
nine months ended September 30, 1996 and 1995 and $1,025,929 and
$1,205,239 of operating expenses for the nine months ended
September 30, 1996 and 1995, respectively. The property had a
net carrying value of $11,244,343 and $11,342,329 at September
30, 1996 and December 31, 1995, respectively.
In July 1996, a potential purchaser signed a letter of
intent to purchase this property. If the sale is consummated
under the proposed terms, the Partnership would recognize a gain
in 1996 for both financial reporting and Federal income tax
reporting purposes. There can be no assurance, however, that
the sale of the property will be consummated on these or any
other terms with this potential purchaser.
Sunrise Town Center
Occupancy remained at 82% at September 30, 1996. Tenant
leases representing approximately 17% of the leasable space at
the property are scheduled to expire in 1999, not all of which
are expected to be renewed. The Partnership has budgeted
approximately $160,000 in 1996 for capital and tenant costs (a
substantial portion of which has not been expended at September
30, 1996).
Based upon these market conditions and uncertainty
concerning the ability to recover the carrying value of the
property through future operations and sale, the Partnership, as
a matter of prudent accounting practice, recorded a $720,000
provision for value impairment for this property at September
30, 1996.
<PAGE>
Unconsolidated Ventures - Summary Information
Summary income statement information for JMB/Landings and
CIP/Ashby for the nine months ended September 30, 1996 and 1995
is as follows:
1996 1995
----------- ----------
Total income . . . . . . . . . $ 3,351,806 3,435,362
=========== ==========
Operating earnings (loss) $ 1,509,565 (2,264,551)
=========== ==========
Partnership's share of
earnings (loss) . . . . . . . $ 525,510 (1,289,547)
=========== ==========
Gain on sale of property $ 3,658,205 --
=========== ==========
Partnership's share of
gain on sale of property $ 1,134,043 --
=========== ==========
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 September 30, 1996 and for the three
and nine months ended September 30, 1996 and 1995.<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Reference is made to the notes to the accompanying financial
statements for additional information concerning the
Partnership's investments.
During the second quarter of 1996 some of the Limited
Partners in the Partnership received from an unaffiliated third
party an unsolicited tender offer to purchase up to 4,251
Interests in the Partnership at $350 per Interest. The
Partnership recommended against acceptance of this offer on the
basis that, among other things, the offer price was inadequate.
In June such offer expired with approximately 660 Interests
being purchased by such unaffiliated third party pursuant to
such offer. In addition, the Partnership has, from time to time,
received inquiries from other third parties that may consider
making offers for Interests, including requests for the list of
Limited Partners in the Partnership. These inquiries are
generally preliminary in nature. There is no assurance that any
other 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. The board of directors of
JMB Realty Corporation ("JMB") the corporate general partner of
the Partnership, 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 in
the Partnership, including any and all responses to such tender
offers. The Special Committee has retained independent counsel
to advise it in connection with any potential tender offers for
Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and
responding to any additional potential tender offers for
Interests.
In an effort to reduce Partnership operating expenses, the
Partnership elected to make semiannual rather than quarterly
distributions of available operating cash flow beginning in
November 1995. After reviewing the Partnership's properties and
their competitive marketplace, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation
of its investment portfolio as quickly as practicable.
Therefore, the affairs of the Partnership are expected to be
wound up no later than 1999 (sooner if the properties are sold
in the nearer term), barring any unforeseen economic
developments.
Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining investment
properties, without a dramatic improvement in market conditions,
aggregate distributions from sale proceeds received by the
Limited Partners over the entire term of the Partnership are
projected to approximate half of their original investment.
These aggregate sale proceeds when combined with aggregate
distributions of net cash flow over the entire term of the
Partnership are projected to approximate the Limited Partners'
original investment.<PAGE>
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at September 30,
1996 as compared to December 31, 1995 is the result of the
excess of 1996 operating cash flow over 1996 distributions.
The decrease in investment properties, at cost at September
30, 1996 as compared to December 31, 1995 is attributable
primarily to the Partnership's recording of a $720,000 value
impairment for the Sunrise Town Center at September 30, 1996.
The decrease in unearned rents at September 30, 1996 as
compared December 31, 1995 is attributed primarily to the timing
of rental collections at the Carson Industrial Park, the Rancho
Franciscan Apartments and the Riverview Plaza Shopping Center.
The decreases in rental income for the three and nine months
ended September 30, 1996 as compared to the three and nine
months ended September 30, 1995 are attributable primarily to
decreases in average occupancy at the Costa Mesa Industrial Park
and the Sunrise Town Center in 1996. The above decreases in
rental income were partly offset by an increase in rental income
at the Riverview Plaza Shopping Center due primarily to higher
effective rents at the property in 1996.
The decreases in interest income for the three and nine
months ended September 30, 1996 as compared to the year earlier
periods are attributable primarily to lower average outstanding
balance in the Partnership interest-bearing cash equivalents in
1996.
The decreases in depreciation expense for the three and nine
months ended September 30, 1996 as compared to the three and
nine months ended September 30, 1995 are attributable primarily
to the provisions for value impairment totaling $13,400,000
recorded at September 30, 1995 on certain of the Partnership's
investment properties due to the uncertainty relating to the
Partnership's ability to recover the net carrying values of
those properties. Additional decreases in depreciation expense
are attributable to the suspension of depreciation as of April
1, 1996 on the Riverview Plaza Shopping Center, the Costa Mesa
Industrial Park and the Rancho Franciscan Apartments, as such
properties were classified as held for sale as of April 1, 1996.
Fees for professional services increased for the three and
nine months ended September 30, 1996 as compared to the three
and nine months ended September 30, 1995 primarily as a result
of expenses incurred in connection with tender offer matters, as
discussed above.
<PAGE>
The increase in general and administrative expenses for the
nine months ended September 30, 1996 as compared to the nine
months ended September 30, 1995 is attributable primarily to the
timing of the recognition of costs for certain outsourcing
services and the timing of the recognition of certain printing
costs in 1996. The decrease in general and administrative
expenses for the three months ended September 30, 1996 as
compared to the three months ended September 30, 1995 is
attributable primarily to the recognition of certain prior year
reimbursable costs to affiliates of the General Partners during
the three months ended September 30, 1995.
A provision for value impairment of $720,000 was recorded
for the three and nine months ended September 30, 1996 for the
Sunrise Town Center investment property and provisions totaling
$13,400,000 were recorded for the three and nine months ended
September 30, 1995 for the Carson and Costa Mesa Industrial
Parks, the Rancho Franciscan Apartments, and the Sunrise Town
Center investment properties due to the uncertainty relating to
the Partnership's ability to recover the net carrying value of
these properties through future operations or sale during the
intended holding period (to no later than 1999) for these
investments.
Partnership's share of operations of unconsolidated ventures
for the three and nine months ended September 30, 1995 contain
the Partnership's share ($1,750,000) of the provision for value
impairment record by the JMB/Landings joint venture. An
additional increase in Partnership's share of operations of
unconsolidated ventures for the three and nine months ended
September 30, 1996 as compared to the three and nine months
ended September 30, 1995 is due primarily to an increase in the
operations of CIP/Ashby as a result of the suspension of
depreciation at the Ashby at McLean investment property, as such
property was classified as held for sale as of April 1, 1996.
Such increase was partly offset by a decrease in the operations
of JMB/Landings, which resulted primarily from a decrease in
occupancy and a corresponding decrease in rental income at the
Landings Shopping Center.
The Partnership's share of gain on sale of property by
unconsolidated venture of $1,134,043 is attributable to the
August, 1996 sale of the Ashby at McLean Apartments.
<PAGE>
</TABLE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties:
<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. Riverview Plaza
Shopping Center
Chicago, Illinois. . 97% 97% 97% 99% 99% 97% 97%
2. The Landings
Shopping Center
Sarasota, Florida. . 93% 91% 88% 95% 82% 65% 67%
3. Carson Industrial Park
Carson, California . . 94% 94% 91% 94% 95% 93% 93%
4. Costa Mesa,
Industrial Park
Costa Mesa, California . 100% 100% 100% 100% 69% 69% 69%
5. Rancho Franciscan
Apartments
Santa Barbara,
California. . . 97% 95% 96% 97% 97% 97% 95%
6. Sunrise Town Center
Sunrise, Florida . 91% 95% 90% 85% 83% 82% 82%
7. The Ashby at
McLean Apartments
McLean, Virginia 97% 97% 98% 96% 97% 96% N/A
<FN>
- -----------------
An "N/A" indicates that the property was not owned by the Partnership at
the end of the quarter.
</TABLE> <PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.1. Amended and Restated Agreement of Limited
Partnership is hereby incorporated by
reference to Exhibit A of the Partnership's
Prospectus contained in the Partnership's
Post-Effective Amendment No. 1 to Form S-11
(File No. 33-5309) Registration Statement
dated December 8, 1987.
3.2. Acknowledgement of rights and duties of the
General Partners of the Partnership between
AGPP Associates, L.P. (a successor Associate
General Partner of the Partnership) and JMB
Realty Corporation as of December 31, 1995 is
incorporated herein by reference to the
Partnership's report for June 30, 1996 on
Form 10-Q (File No. 000-16975) dated August
8, 1996.
4. Assignment Agreement is hereby incorporated
by reference to Exhibit B of the
Partnership's Prospectus contained in the
Partnership's Post- Effective Amendment No. 1
to Form S-11 (Form No.33-5309) Registration
Statement dated December 8, 1987.
10.1. Agreement dated August 11, 1987 between JMB
Securities Corporation and SDK Industrial
Parks (included are all exhibits pursuant
thereto) is hereby incorporated by reference
to Exhibit 10.2 of the Partnership's Post-
Effective Amendment No. 2 to Form S-11 (File
No. 33-5309) Registration Statement dated
August 17, 1987.
10.2 Agreement dated as of January 24, 1990, by
and between McLean Associates Limited
Partnership and a partnership to be formed
that will be supervised or advised by an
affiliate of JMB Realty Corporation relating
to The Ashby at McLean Apartments is hereby
incorporated herein by reference to the
Partnership's report for December 31, 1988 on
Form 10-K (File No. 000-16975) filed March
28, 1989.
10.3 Agreement of Partnership of CIP/Ashby
Partners dated January 30, 1990, by and
between Carlyle Income Plus, Ltd. and Carlyle
Income Plus, L.P.-II is hereby incorporated
herein by reference to the Partnership's
report for December 31, 1988 on Form 10-K
(File No. 000-16975) filed March 28, 1989. <PAGE>
10.4 Assumption Agreement dated as of February 21,
1990, by and between McLean Associates
Limited Partnership and CIP/Ashby Partners
is hereby incorporated herein by reference to
the Partnership's report for December 31,
1988 on Form 10-K (File No. 000-16975) filed
March 28, 1989.
27. Financial Data Schedule
(b) No Reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
Corporate General Partner
By: Gailen J. Hull, Senior Vice President
Date: November 8, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
GAILEN J. HULL,
Principal Accounting Officer
Date: November 8, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000792978
<NAME> CARLYLE INCOME PLUS, LTD.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,128,052
<SECURITIES> 0
<RECEIVABLES> 1,122,227
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,250,279
<PP&E> 45,158,926
<DEPRECIATION> 10,456,774
<TOTAL-ASSETS> 50,630,845
<CURRENT-LIABILITIES> 1,140,405
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 49,297,426
<TOTAL-LIABILITY-AND-EQUITY> 50,630,845
<SALES> 4,762,342
<TOTAL-REVENUES> 4,892,244
<CGS> 0
<TOTAL-COSTS> 2,498,931
<OTHER-EXPENSES> 390,227
<LOSS-PROVISION> 720,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,283,086
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,808,596
<DISCONTINUED> 1,134,043
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,942,639
<EPS-PRIMARY> 31.99
<EPS-DILUTED> 31.99
</TABLE>
