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 second quarter ended June 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
GJH/jt
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 June 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. . . . . . . . . . . . . . . . . 15
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 18
Item 6. Exhibits and Reports on Form 8-K . . . . . 19
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . $2,845,346 2,778,447
Rents and other receivables (net of allowance
for doubtful accounts of $284,782 in 1996 and
$263,462 in 1995). . . . . . . . . . . . . . . . . . . 847,220 1,051,190
Prepaid expenses . . . . . . . . . . . . . . . . . . . . 122,047 48,871
----------- -----------
Total current assets . . . . . . . . . . . . . . 3,814,613 3,878,508
----------- -----------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . 12,276,993 12,276,993
Buildings and improvements . . . . . . . . . . . . . . . 33,522,912 33,386,378
----------- -----------
45,799,905 45,663,371
Less accumulated depreciation. . . . . . . . . . . . . . 10,359,529 9,983,281
----------- -----------
Total investment properties, net
of accumulated depreciation . . . . . . . . . . 35,440,376 35,680,090
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
JUNE 30, DECEMBER 31,
1996 1995
---------- ----------
Investments in unconsolidated ventures, at
equity. . . . . . . . . . . . . . . . . . . . . . . . . . 9,828,809 9,505,409
Deferred expenses . . . . . . . . . . . . . . . . . . . . 83,960 87,955
Accrued rents receivable . . . . . . . . . . . . . . . . . 425,989 415,509
----------- ------------
$ 49,593,747 49,567,471
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . $ 250,401 93,068
Amounts due to affiliates . . . . . . . . . . . . . . . 50,348 46,010
Unearned rents . . . . . . . . . . . . . . . . . . . . . 45,003 71,350
Accrued real estate taxes. . . . . . . . . . . . . . . . 1,080,019 937,812
---------- -----------
Total current liabilities. . . . . . . . . . . . 1,425,771 1,148,240
Tenant security deposits . . . . . . . . . . . . . . . . . 189,713 194,801
---------- -----------
Total liabilities. . . . . . . . . . . . . . . . 1,615,484 1,343,041
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings. . . . . . . . . . . . . . . . 656,635 575,461
Cumulative cash distributions. . . . . . . . . . . . . (1,817,063) (1,723,581)
---------- -----------
(1,135,428) (1,123,120)
---------- -----------<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
JUNE 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. . . . . . . . . . . . . . . . 9,553,302 8,011,000
Cumulative cash distributions. . . . . . . . . . . . . (38,201,778) (36,425,617)
---------- -----------
49,113,691 49,347,550
---------- -----------
Total partners' capital accounts . . . . . . . . 47,978,263 48,224,430
---------- -----------
$ 49,593,747 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 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. . . . . . . . $ 1,498,544 1,563,587 3,169,454 3,257,189
Interest income. . . . . . . 41,491 63,554 94,838 126,104
---------- ---------- ---------- ----------
1,540,035 1,627,141 3,264,292 3,383,293
---------- ---------- ---------- ----------
Expenses:
Depreciation . . . . . . . . 97,715 351,975 376,248 703,309
Property operating
expenses. . . . . . . . . . 618,015 629,294 1,334,851 1,234,447
Professional services. . . . 17,880 13,672 53,625 62,631
Amortization of
deferred expenses . . . . . 8,774 9,868 16,141 17,923
General and
administrative. . . . . . . 86,348 49,957 183,351 84,162
---------- ---------- ---------- ----------
828,732 1,054,766 1,964,216 2,102,472
---------- ---------- ---------- ----------
Operating
earnings (loss). . 711,303 572,375 1,300,076 1,280,821
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS-CONCLUDED
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership's share
of operations of
unconsolidated
ventures . . . . . . . . . . $ 201,378 151,222 323,400 317,132
---------- ---------- ---------- ----------
Net earnings (loss). $ 912,681 723,597 1,623,476 1,597,953
========== ========== ========== ==========
Net earnings (loss)
per limited
partnership
interest. . . . . . $ 9.77 7.74 17.37 17.09
========== ========== ========== ==========
Cash distributions
per limited partnership
interest. . . . . . $ 20.00 10.00 20.00 25.00
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
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) . . . . . . . . . . . . . . . . . $ 1,623,476 1,597,953
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . 376,248 703,309
Amortization of deferred expenses . . . . . . . . . . 16,141 17,923
Partnership's share of operations of unconsolidated
ventures, net of distributions . . . . . . . . . . . (323,400) (167,132)
Changes in:
Rents and other receivables . . . . . . . . . . . . . 203,970 (50,216)
Prepaid expenses. . . . . . . . . . . . . . . . . . . (73,176) (70,814)
Accrued rents receivable. . . . . . . . . . . . . . . (10,480) (9,606)
Accounts payable. . . . . . . . . . . . . . . . . . . 157,307 81,603
Amounts due to affiliates . . . . . . . . . . . . . . 4,363 (27,305)
Unearned rents. . . . . . . . . . . . . . . . . . . . (26,347) (23,824)
Accrued real estate taxes . . . . . . . . . . . . . . 142,207 114,378
Tenant security deposits. . . . . . . . . . . . . . . (5,087) 1,892
------------ ------------
Net cash provided by (used in) operating
activities. . . . . . . . . . . . . . . . . 2,085,222 2,168,161
------------ ------------
Cash flows from investing activities:
Net purchases of short-term investments. . . . . . . -- (2,276,316)
Additions to investment properties . . . . . . . . . (136,534) (162,430)
Partnership's distributions from
unconsolidated ventures . . . . . . . . . . . . . . -- 170,500
Payment of deferred expenses . . . . . . . . . . . . (12,146) (11,597)
------------ -----------
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONCLUDED
1996 1995
------------ -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . . (148,680) (2,279,843)
------------ -----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . . . . . (1,776,161) (2,220,202)
Distributions to general partners. . . . . . . . . . (93,482) (116,853)
----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . (1,869,643) (2,337,055)
----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . $ 66,899 (2,448,737)
Cash and cash equivalents, beginning of year 2,778,447 3,185,145
----------- -----------
Cash and cash equivalents, end of period . . $ 2,845,346 736,408
=========== ===========
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
JUNE 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 June 30, 1996 and for the six
months ended June 30, 1996 and 1995 were as follows:
UNPAID AT
JUNE 30,
1996 1995 1996
--------- ---------- ------------
<S> <C> <C> <C>
Property management and
leasing fees $ 48,485 43,875 9,899
Insurance commissions 10,456 11,073 --
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. 44,556 50,355 40,449
-------- ---------------- ---------
$ 103,497 105,303 50,348
======== ================ ================
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Landings Shopping Center
Occupancy at the property decreased to 65% at June 30, 1996,
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 $88,000 in aggregate
arrearages due from various tenants, including approximately
$35,000 in delinquent rents due from a tenant occupying 11,200
square feet whose parent company recently filed for bankruptcy
protection. In addition, tenant leases representing
approximately 19% 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 $100,000 (most of which has not
been expended at June 30, 1996)and for potential future costs in
connection with the lease up of the vacant space.
Ashby Apartments
The property is 96% occupied at June 30, 1996. Two apartment
complexes (one to contain 624 units, the other 594 units) are
being developed in the Ashby submarket. These new properties
are expected to compete directly with The Ashby upon their
projected completion and occupancy in the late 1996, which could
adversely affect future cash flow. The CIP/Ashby joint venture
(the "venture") is conserving its working capital in order to
fund budgeted 1996 capital costs of approximately $500,000,
only a minor portion of which has been expended at June 30,
1996.
In July 1996 the venture entered into a contract with a
potential purchaser for the sale of this property for a sale
price of $21,400,000, payable in cash at closing. The sale of
the property is subject to the closing of the transaction
including satisfaction of certain closing conditions. There can
be no assurance, however, that the final sale agreement will not
differ in various respects from the present agreement, or that
the sale of the property will be consummated on any terms. If
the sale is consummated under the proposed terms, the venture
would recognize a gain of approximately $3,700,000 for financial
reporting purposes (of which the Partnership's share would be
approximately $1,147,000), 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 would recognize a loss
of approximately $3,400,000 for Federal income tax reporting
purposes in 1996 (of which the Partnership's share would be
approximately $1,054,000).
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 $144,884 and $72,354 of operations of
unconsolidated venture for the three months ended June 30, 1996
and 1995, respectively. Such asset had a net carrying value of
$5,738,228 and $5,523,770 at June 30, 1996 and December 31,
1995, respectively.<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Carson Industrial Park
Tenant leases representing approximately 20%, 28% and 23% of
the property's leasable space are due to expire during the
second half of 1996, in 1997 and 1998, respectively. Not all of
these leases are expected to be renewed.
Costa Mesa Industrial Park
Occupancy remained at 69% at June 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. Although such amounts have been reserved for in the
accompanying financial statements, the Partnership is pursuing
its legal remedies concerning these arrearages; however,
collection of all or any of these past-due amounts is doubtful.
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 $97,174 and $138,987 of revenues for the
three months ended June 30, 1996 and 1995 and $24,952 and
$90,858 of operating expenses for the three months ended June
30, 1996 and 1995, respectively. The property had a net
carrying value of $2,931,475 and $2,946,261 at June 30, 1996 and
December 31, 1995, respectively.
In June, 1996 the Partnership discovered the existence of an
unspecified amount of soil contamination on the Costa Mesa
Industrial Park property. Currently, the Partnership is in the
process of investigating the nature and extent of the
contamination and cost-effective methods for remediation. 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, cover the
costs of any required remediation. The Partnership has
meritorious rights of action against the tenant in the event
current discussions prove unsuccessful. As of the date of this
report, the investigation of the contamination is incomplete. As
the Partnership cannot determine with any degree of certainty
the range of costs for any required remediation, no such
estimate has been accrued for in the accompanying financial
statements. The Partnership does not believe that the cost of
any required remediation will have a material effect on the
Partnership as a whole, although no such assurances can be
given.
Rancho Franciscan Apartments
Occupancy remained at 97%. Currently, the Partnership is
actively pursuing the sale of this property which was classified
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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 $288,792 and $274,932
of revenues for the three months ended June 30, 1996 and 1995
and $112,785 and $161,875 of operating expenses for the three
months ended June 30, 1996 and 1995, respectively. The property
had a net carrying value of $7,455,846 and $7,499,005 at June
30, 1996 and December 31, 1995, respectively.
Riverview Shopping Center
Occupancy decreased to 97% at June 30, 1996, from 99% at
March 31, 1996. Tenant leases for 13% of the property's
leasable space expire in 1997, not all which are expected to be
renewed.
In July 1996, a potential purchaser signed a letter of
intent to purchase this property. There can be no assurance,
however, that the sale of the property will be consummated with
this potential purchaser. If the sale is consummated under the
proposed terms, the Partnership would recognize a gain for both
financial reporting and Federal income tax reporting purposes.
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 $623,985 and $562,135 of revenues for the
three months ended June 30, 1996 and 1995 and $312,688 and
$398,752 of operating expenses for the three months ended June
30, 1996 and 1995, respectively. The property had a net
carrying value of $11,244,343 and $11,342,329 at June 30, 1996
and December 31, 1995, respectively.
Unconsolidated Ventures - Summary Information
Summary income statement information for JMB/Landings and
CIP/Ashby for the six months ended June 30, 1996 and 1995 is as
follows:
1996 1995
------------
----------
Total income . . . . . . 2,264,166 2,279,047
=========== ===========
Operating earnings . . . 909,683 833,202
=========== ===========
Partnership's share of
earnings. . . . . . . . 323,400 317,132
=========== ===========
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. <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 certain of the
Partnership's investments.
During the second quarter 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
inquires 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. Expenses incurred in connection with the previous
tender offer{s} and additional potential tender offers for
Interests are expected to increase Partnership operating
expenses in the third quarter.
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. <PAGE>
RESULTS OF OPERATIONS
The decrease in rents and other receivables (net of
allowance for doubtful accounts) at June 30, 1996 as compared to
December 31, 1995 is attributable primarily to a decrease in
real estate tax recoveries due from tenants at the Riverview
Plaza Shopping Center and the Sunrise Town Center at June 30,
1996, as a result of the timing of tenants' payments of such
recoveries.
The increases in prepaid expenses and in accounts payable at
June 30, 1996 as compared to December 31, 1995 are attributable
primarily to the payment of property insurance premiums
(covering the period June 1996 through May 1997) due at June 30,
1996 at the Partnership's investment properties.
The decrease in unearned rents at June 30, 1996 as compared
December 31, 1995 is attributed primarily to the timing of
rental collections at the Carson Industrial Park and the Rancho
Franciscan Apartments.
The increase in accrued real estate taxes at June 30, 1996
as compared to December 31, 1995 is attributable primarily to
the timing of real estate tax payments based upon the payment
due dates in the jurisdiction in which the Sunrise Town Center
property operates.
The decreases 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 are attributable primarily to decreases in
average occupancy at the Costa Mesa Industrial Park and the
Sunrise Town Center in 1996.
The decreases 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 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.
The increase in property operating expenses for the six
months ended June 30, 1996 as compared to the six months ended
June 30, 1995 is due primarily to an increase in real estate
taxes, all of which are partially recoverable from tenants, at
the Riverview Plaza Shopping Center and the Sunrise Town Center
and an increase in provision for doubtful accounts at the Carson
Industrial Park and the Sunrise Town Center in 1996.
The increases in general and administrative expenses for the
three and six months ended June 30, 1996, as compared to the
<PAGE>
three and six months ended June 30, 1995 are attributable
primarily to the timing of the recognition of costs for certain
outsourcing services, the recognition of certain prior year
reimbursable costs to affiliates of the General Partners and the
timing of the recognition of certain printing costs in 1996.
The increase in Partnership's share of operations of
unconsolidated ventures for the three months ended June 30,
1996 as compared to the three months ended June 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
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.
<PAGE>
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 9/3012/31 3/316/30 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%
2. The Landings
Shopping Center
Sarasota, Florida. . . . . . . . . . . . 93% 91% 88% 95% 82% 65%
3. Carson Industrial Park
Carson, California . . . . . . . . . . . 94% 94% 91% 94% 95% 93%
4. Costa Mesa,
Industrial Park
Costa Mesa, California . . . . . . . . . 100% 100% 100% 100% 69% 69%
5. Rancho Franciscan
Apartments
Santa Barbara, California. . . . . . . . 97% 95% 96% 97% 97% 97%
6. Sunrise Town Center
Sunrise, Florida . . . . . . . . . . . . 91% 95% 90% 85% 83% 82%
7. The Ashby at
McLean Apartments
McLean, Virginia . . . . . . . . . . . . 97% 97% 98% 96% 97% 96%
<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
filed herewith.
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.
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.
10.4* Assumption Agreement dated as of February 21,
1990, by and between McLean Associates
Limited Partnership and CIP/Ashby Partners.
27. Financial Data Schedule
(b) No Reports on Form 8-K have been filed since the
beginning of the last quarter of the period covered by this
report.<PAGE>
- -------------
* Previously filed as Exhibits 10.4-10.6 to the
Partnership's Report on Form 10-K of the Securities Exchange Act
of 1934 (File No. 000-16975) filed on March 28, 1990 and hereby
incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Partnership 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: August 9, 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: August 9, 1996
<PAGE>
</TABLE>
<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>
<CIK> 0000792978
<NAME> CARLYLE INCOME PLUS, LTD.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> $ 2,845,346
<SECURITIES> 0
<RECEIVABLES> 969,267
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,814,613
<PP&E> 45,799,905
<DEPRECIATION> 10,359,529
<TOTAL-ASSETS> 49,593,747
<CURRENT-LIABILITIES> 1,425,771
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 47,978,263
<TOTAL-LIABILITY-AND-EQUITY> 49,593,747
<SALES> 3,169,454
<TOTAL-REVENUES> 3,264,292
<CGS> 0
<TOTAL-COSTS> 1,727,240
<OTHER-EXPENSES> 236,976
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,300,076
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,623,476
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,623,476
<EPS-PRIMARY> 17.37
<EPS-DILUTED> 17.37
</TABLE>
CARLYLE INCOME PLUS, LTD.
ACKNOWLEDGMENT
This Acknowledgment is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership
organized under the laws of the State of Illinois ("AGPP"), and JMB
Realty Corporation, a Delaware corporation ("JMBRC").
WHEREAS, AGPP has acquired by assignment all of the assets of
Carlyle Income Associates, L.P., an Illinois limited partnership
("Associates"), which has served as the Associate General Partner
of Carlyle Income Plus, Ltd., an Illinois limited partnership (the
"Partnership"), and AGPP has elected to continue the business of
Associates and has agreed to continue as the Associate General
Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as
follows:
1. AGPP and JMBRC both shall continue as general partners of
the Partnership, each with all of the rights and powers of general
partners therein, as set forth in the agreement of limited
partnership of the Partnership, as amended to date (the
"Partnership Agreement") and in the Revised Uniform Limited
Partnership Act of the State of Illinois, and the Partnership and
its business shall be continued in all respects.
2. AGPP hereby agrees that it is a signatory to the
Partnership Agreement, together with JMBRC, and adopts and agrees
to be bound by all of the provisions of the Partnership Agreement,
as amended from time to time in accordance with the provisions of
the Partnership Agreement.
3. AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in
accordance with and subject to the terms of the Partnership
Agreement), in the name of the Partnership or otherwise, as shall
be necessary or appropriate in connection with the business of the
Partnership at any time. It is further understood and agreed that
the Chairman, President or any Vice President of JMBRC (including
any partner of AGPP who is Chairman, President or Vice President of
JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with
JMBRC (or the Chairman, President or any Vice President thereof) so
acting on behalf of AGPP, JMBRC or the Partnership, no person shall
be required to inquire into the authority of JMBRC or such
individual to bind the Partnership. Persons dealing with the
Partnership are entitled to rely conclusively upon the power and
authority of JMBRC (and of the Chairman, President or any Vice
President of JMBRC) as set forth herein.<PAGE>
4. AGPP and JMBRC agree to take any and all other actions as
shall be necessary or appropriate to reflect the continuation of
the Partnership's business, including the filing with any agency of
any document which shall be necessary or appropriate in connection
therewith.
5. Nothing contained herein or contemplated hereby shall be
deemed to render AGPP or JMBRC liable for any obligations for which
they would otherwise not be liable as general partners of the
Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgment as of the date first above written.
AGPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: ______________________
Its:
JMB REALTY CORPORATION
By: ______________________
Its:
