SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1997 Commission file #0-17708
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(Exact name of registrant as specified in its charter)
Illinois 36-3467497
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 16
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 13,440,277 4,841,921
Interest, rents and other receivables . . . . . . . . . . . . . . . 33,995 86,183
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 5,774 14,867
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 202,358 182,529
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 13,682,404 5,125,500
------------ -----------
Investment properties held for sale or disposition. . . . . . . . . . 8,583,315 20,565,034
------------ -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . 253,554 278,653
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 75,764
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 182,242 421,992
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 237,916 333,557
------------ -----------
$ 22,939,431 26,800,500
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 9,824,003 9,985,385
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 126,492 97,709
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 69,587 278,965
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . -- 351,841
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 10,020,082 10,713,900
------------ -----------
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 302,500 302,500
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 7,605 63,395
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 6,916,941
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . 10,330,187 17,996,736
Venture partner's subordinated equity in venture. . . . . . . . . . . 119,729 81,293
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . (235,934) (235,934)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . (281,485) (322,607)
------------ -----------
(497,419) (538,541)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . 29,696,495 29,696,495
Cumulative cash distributions . . . . . . . . . . . . . . . . . (12,889,180) (12,889,180)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . (3,820,381) (7,546,303)
------------ -----------
12,986,934 9,261,012
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . 12,489,515 8,722,471
------------ -----------
$ 22,939,431 26,800,500
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 761,653 897,083
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,343 69,090
----------- ----------
804,996 966,173
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 212,972 362,627
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 178,343
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 300,336 318,821
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 35,067 33,000
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 52,227 42,742
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 62,697 85,843
----------- ----------
663,299 1,021,376
----------- ----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . 141,697 (55,203)
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . (25,099) (31,275)
Venture partner's share of
venture's operations. . . . . . . . . . . . . . . . . . . . . . . . . . . (1,547) (1,313)
----------- ----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . . . 115,051 (87,791)
Gain on sale of investment property, net of venture partner's
share of gain of $38,528. . . . . . . . . . . . . . . . . . . . . . . . . 3,733,116 --
----------- ----------
Net earnings (loss) before Partnership's share of
extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . 3,848,167 (87,791)
Extraordinary item, net of venture partner's share of $820. . . . . . . . . (81,123) --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 3,767,044 (87,791)
=========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1997 1996
------------ -----------
Net earnings (loss) per limited partnership interest:
Net operating earnings. . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.23 (2.47)
Net gain on sale of investment property . . . . . . . . . . . . . . . . . 108.01 --
Net extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . (2.35) --
----------- -----------
$ 108.89 (2.47)
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,767,044 (87,791)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 178,343
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 52,227 42,742
Partnership's share of operations of unconsolidated ventures. . . . . 25,099 31,275
Total gain on sale of investment property . . . . . . . . . . . . . . (3,770,824) --
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . 81,123 --
Venture partner's share of venture's operations and gain
on sale of investment property. . . . . . . . . . . . . . . . . . . 39,255 1,313
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 9,719 51,168
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,691) (2,127)
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,152 12,781
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 3,465 185
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,783 53,178
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,472) (607)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (351,841) (257,386)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 2,933 --
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (127,028) 23,074
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (95,721) (12,761)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (17,791) (22,650)
Cash proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . . . . . 8,922,491 --
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 8,808,979 (35,411)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ ------------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (83,595) (76,599)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (83,595) (76,599)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . . 8,598,356 (88,936)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 4,841,921 4,856,276
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 13,440,277 4,767,340
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 422,350 363,234
============ ===========
Non-cash investing and financing activities:
Total sales proceeds from sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . $ 16,053,577 --
Prepayment penalties. . . . . . . . . . . . . . . . . . . . . . . . . (81,924) --
Payoff of mortgage loans and accrued interest . . . . . . . . . . . . (7,049,162) --
------------ -----------
Cash proceeds from sale of investment properties. . . . . . . . . $ 8,922,491 --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report on Form 10-K (File No. 0-
17708) dated on March 21, 1997, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report. Capitalized terms used but
not defined in this quarterly report have the same meaning as in the
Partnership's 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.
The net results of operations for the three months ended March 31,
1997 and 1996 for consolidated properties classified as held for sale or
disposition or sold or disposed of during the past two years were $565,535
and $318,820, respectively.
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 their employees and certain of their officers, and for
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 (and its consolidated
venture) to the General Partners and their affiliates as of March 31, 1997
and for the three months ended March 31, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
March 31,
1997 1996 1997
------- ------ -------------
Property management fees. . . $17,113 16,418 --
Reimbursement (at cost) for
out-of-pocket salary and
salary-related expenses
related to the on-site
personnel and for other
costs for the Partnership
and its investment
properties . . . . . . . . . 7,958 8,322 7,958
------- ------- ------
$25,071 24,740 7,958
======= ======= ======
18 CENTRAL SHOPPING CENTER
Occupancy at the shopping center remained at 92% at March 31, 1997.
Of the approximately 25,000 square feet (approximately 29% of the portion
of the center owned by the Partnership) originally scheduled to expire in
1997, the Partnership has renewed approximately 15,000 square feet. Such
renewal is at a market rent which is significantly lower than the rent the
tenant is currently paying. Not all of the remaining leases scheduled to
expire are expected to renew. This may result in increased vacancy and/or
significant re-leasing costs for the property with a resulting adverse
effect on property cash flow. Moreover, rents achieved upon renewal or
releasing of the space are expected to be at market rates that are
significantly lower than the current rents received for this space.
In connection with the 1993 loan modification and extension,
commencing in 1994 the Partnership is required to deposit 95% of the "net
cash flow" (as defined) from the property up to $750,000 and 47.5% in
excess of such amount to a collateral account to be used for the payment of
tenant improvement costs, leasing commissions, other capital expenditures
and operating deficits (as of the date of this report, $137,395 has been
deposited and no amounts have been funded from this account). The lender
has a first priority interest in the collateral account. In addition, the
property requires certain capital and major repair projects, including roof
repairs or replacement, to be completed over the next several years.
Certain of these costs are to be paid out of the deposits in the collateral
account noted above.
The first mortgage loan in the principal amount of approximately
$9,883,000 is scheduled to mature in December 1997. The lender has
informed the Partnership that the lender is not willing to modify or extend
the loan. The Partnership believes that the value of the shopping center
is less than the mortgage loan, and the Partnership does not intend to
expend any additional funds of its own on the property. Accordingly, the
Partnership has deferred any capital improvements and major repair projects
for the shopping center. The Partnership expects that the lender will seek
to realize upon its security for the mortgage loan upon its maturity in
December 1997. In such event, the Partnership would no longer have an
ownership interest in the property. Upon such disposition, due to the
prior $1,103,533 provision for value impairment recorded in September 1996,
the Partnership would recognize an insignificant amount of gain for
financial reporting purposes and a loss of approximately $2,000,000 for
Federal income tax purposes with no distributable proceeds. Accordingly,
the property has been classified as held for sale or disposition as of
December 31, 1996, and therefore, the property is not subject to continued
depreciation.
<PAGE>
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest decreased to 88% at March 31, 1997 from 89% at
December 31, 1996. Sales at the center have been negatively impacted
during the last several quarters by new competition in the center's trade
area. The increased competition has resulted in lower effective rents upon
re-leasing of space. The center will continue to be subject to increased
competition from new developments that are expected to be opening in the
vicinity in the near future. In addition, the property's operations have
been affected by tenant bankruptcies during the past year. The property is
operating at an approximately break even level.
The land underlying the shopping center is owned by the lender under
the first mortgage loan. Palm Desert leases the land by assignment of an
existing ground lease which provides for minimum annual rental payments of
$900,000, as well as for additional rental payments for each calendar year
equal to 50% of the amount by which certain of the ground lessee's gross
receipts from the shopping center exceed $6,738,256. Total ground rent
expense for the three months ended March 31, 1997 and 1996 was $323,257 and
$331,583, respectively.
The joint venture continues to consider a possible expansion of the
mall and restructuring of the ground lease and mortgage loan. In the event
that the joint venture decides to proceed, the Partnership would utilize
its available funds to pay for its share of costs.
HOUSTON INDUSTRIAL PROPERTIES
On March 28, 1997, the joint venture sold the Houston Industrial
Properties to an unaffiliated third party for $16,350,000 (before selling
expenses of approximately $296,000). Approximately $7,131,000 of sales
proceeds were utilized to retire the mortgage debt including a prepayment
penalty of approximately $81,900 (of which the Partnership's share of
approximately $81,000 was included as an extraordinary item in the
Partnership's 1997 consolidated financial statements). The sale resulted
in approximately $3,771,000 of gain for financial reporting purposes in
1997 (of which approximately $3,733,000 was allocated to the Partnership).
The Partnership expects to recognize a gain of approximately $3,678,000 for
Federal income tax purposes (of which approximately $3,641,000 was
allocated to the Partnership). The property was classified as held for
sale as of October 1, 1996, and therefore, has not been subject to
continued depreciation for financial reporting purposes.
INVESTMENT IN UNCONSOLIDATED VENTURE
Summary financial information for Palm Desert for the three months
ended March 31, 1997 and 1996 is as follows:
1997 1996
---------- ----------
Total income . . . . . . $2,671,255 2,728,079
Expenses applicable to
operating income . . . 2,912,184 3,028,290
---------- ----------
Net loss . . . . . . . . $ 240,929 300,211
========== ==========
Partnership's share
of loss. . . . . . . . $ 25,099 31,275
========== ==========
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 March 31,
1997 and for the three months ended March 31, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments. Capitalized terms used in this report and not otherwise
defined have the same meanings as in the Partnership's 1996 Annual Report
on Form 10-K.
On March 28, 1997, the joint venture through which the Partnership
owned an interest in Houston Industrial Properties sold the properties to
an unaffiliated third party for $16,350,000. The Partnership expects to be
making a distribution of $210 per Interest from the net proceeds of this
sale in late May 1997. Since the subordination requirements of the
Partnership Agreement are not expected to be attained as described further
below, no portion of these sales proceeds will be distributed to the
General Partners.
After reviewing the remaining properties and the marketplaces in which
they operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold or disposed of in the near term), barring unforeseen
economic developments. Although the Partnership does not expect to realize
any proceeds from a disposition of the 18 Central Shopping Center, it does
expect to realize net proceeds from the sale of its interest in Palm Desert
Town Center. However, aggregate sale distributions received by Holders of
Interests over the entire term of the Partnership will be significantly
less than their original investment of $1,000 per Interest. In connection
with sale or other disposition (including a transfer of title to a lender)
of the 18 Central Shopping Center, the Holders of Interests will be
allocated gain for Federal income tax purposes regardless of whether any
proceeds are distributable from such sales or other dispositions.
As of March 31, 1997, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $13,440,000. Such cash and cash
equivalents are available for distributions to partners, capital
improvements and working capital requirements.
In May 1997, the Partnership expects to make a distribution of cash
generated from operations of $2.00 per interest. The primary source of the
Partnership's cash flow from operations in recent years has been from the
Houston Industrial Properties. As a result of the sale of the Houston
Industrial Properties as noted above, the Partnership does not anticipate
making any further distributions of cash generated from operations on a
current basis. The Partnership currently plans to retain the balance of
cash and investments it holds (after the distribution of sale proceeds and
cash flow from operations noted above totaling $212.00 per Interest) for
the working capital requirements of the Partnership. The joint venture in
Palm Desert Town Center is currently not distributing cash flow to the
Partnership or other venture partners as the property is reviewing
redevelopment scenarios which could require substantial capital
investments. Future distributions from sales or property operations will
depend upon a combination of operating cash flow from the Palm Desert Town
Center and the longer term capital requirements of the Partnership. Any
funds so retained by the Partnership which are not ultimately used for
working capital purposes would be available for future distributions.
<PAGE>
PALM DESERT TOWN CENTER
The Partnership received (through a joint venture with an affiliate)
its specified cash return relating to Palm Desert Town Center, which was
being funded in part by the unaffiliated venture partner through December
31, 1994 pursuant to the terms of the applicable joint venture agreement.
Since the unaffiliated venture partner's funding obligation expired at the
end of 1994, the Partnership's share of cash is dependent upon the
operations of the property. Occupancy at the portion of the shopping
center in which the Partnership owns an interest decreased to 88% at March
31, 1997, down from 89% at December 31, 1996. Sales at the center have
been negatively impacted during the last several quarters by new
competition in the center's trade area. The increased competition has
resulted in lower effective rents upon re-leasing of space. The center
will continue to be subject to increased competition from new developments
that are expected to be opening in the vicinity in the near future. In
addition, the property's operations have been affected by tenant
bankruptcies during the past year. The property is operating at an
approximately break even level.
The joint venture continues to consider a possible expansion of the
mall and restructuring of the ground lease and mortgage loan. In the event
that the joint venture decides to proceed, the Partnership expects that it
would utilize its available funds to pay for its share of costs.
RESULTS OF OPERATIONS
The increase in cash at March 31, 1997 as compared to December 31,
1996 is primarily due to the receipt and temporary investment of sales
proceeds from the sale of the Houston Industrial Properties as discussed
above.
The decrease in interest, rents and other receivables at March 31,
1997 as compared to December 31, 1996 is primarily due to recording a
reserve for certain accounts receivable at the 18 Central Shopping Center.
The decrease in prepaid expenses, investment properties held for sale
or disposition, note receivable, deferred expenses, accrued rents
receivable, accrued interest, accrued real estate taxes, tenant security
deposits, and long-term debt at March 31, 1997 as compared to December 31,
1996 is primarily due to the sale of the Houston Industrial Properties in
March 1997.
The decrease in rental income for the three months ended March 31,
1997 as compared to the three months ended March 31, 1996 is primarily due
to the reversal of accrued rents receivable as a result of the sale of the
Houston Industrial properties.
The decrease in interest income for the three months ended March 31,
1997 as compared to the three months ended March 31, 1996 is primarily due
to a lower average cash balance invested by the Partnership in 1997.
The decrease in depreciation expense for the three months ended March
31, 1997 as compared to the three months ended March 31, 1996 is due to the
fact that the Partnership classified both the 18 Central Shopping Center
and the Houston Industrial properties as held for sale or disposition and
therefore discontinued depreciating these assets as of December 31, 1996
and October 1, 1996, respectively.
The decrease in mortgage and other interest for the three months ended
March 31, 1997 as compared to the three months ended March 31, 1996 is
primarily due to the reversal of previously accrued interest as a result of
the sale of the Houston Industrial properties.
<PAGE>
The gain on sale of investment property, net of venture partner's
share for the three months ended March 31, 1997 is due to the sale of the
Houston Industrial Properties in March 1997.
The extraordinary item reported for the three months ended March 31,
1997 represents the Partnership's share of pre-payment penalties resulting
from the extinguishment of debt related to the sale of the Houston
Industrial Properties.
<PAGE>
<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 1997:
<CAPTION>
1996 1997
-------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Palm Desert Town Center
Palm Desert, California. . . 91% 92% 88% 89% 88%
2. 18 Central Shopping Center
East Brunswick, New Jersey . 92% 92% 92% 92% 92%
3. Minimax #2,
Houston, Texas . . . . . . . 100% 100% 100% 100% N/A
4. Minimax #3,
Houston, Texas . . . . . . . 100% 100% 100% 100% N/A
5. 1801 West Belt
Houston, Texas . . . . . . . 100% 100% 100% 100% N/A
6. Pine Forest #17
Houston, Texas . . . . . . . 100% 100% 100% 100% N/A
7. Silber #1
Houston, Texas . . . . . . . 93% 93% 100% 100% N/A
<FN>
- ----------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. The Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus and the Assignment
Agreement set forth as Exhibit B to the Prospectus, copies of which are
hereby incorporated by reference to Exhibit 3 and Exhibit 4-A to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-17708)
dated March 19, 1993.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 are hereby incorporated by reference to Exhibit 3-B
to the Partnership's Report for September 30, 1996 on Form 10-Q as amended
(File No. 0-17708) dated November 8, 1996.
4-A. The Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus and the Assignment
Agreement set forth as Exhibit B to the Prospectus, copies of which are
hereby incorporated by reference to Exhibit 3 and Exhibit 4-A to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-17708)
dated March 19, 1993.
4-B.
through
4-D. Copies of documents relating to certain purchase money
notes secured by Minimax 2, Minimax 3 and 1801 West Belt are hereby
incorporated by reference to Exhibits 4-B through 4-D to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
4-E. Copy of documents relating to the mortgage loan
secured by Pine Forest #17 are hereby incorporated by reference to Exhibit
4-E to the Partnership's report for December 31, 1992 on Form 10-K (File
No. 0-17708) dated March 19, 1993.
4-F. Copy of document relating to the conditional consent
letter agreement secured by the 18 Central Shopping Center are hereby
incorporated by reference to Exhibit 4-F to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
4-G. Copy of documents relating to mortgage loan secured by
Silber #1 is hereby incorporated by reference to Exhibit 4-G to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-17708)
dated March 25, 1994.
4-H. Copy of document relating to the modification of the
mortgage loan secured by 18 Central Shopping Center is hereby incorporated
by reference to Exhibit 4-H to the Partnership's report for December 31,
1993 on Form 10-K (File No. 0-17708) dated March 25, 1994.
10-A. Copy of Agreement together with certain documents
relating to purchase of an interest in Palm Desert Town Center, Palm
Desert, California is hereby incorporated herein by reference to Post-
Effective Amendment No. 4 to the Partnership's Registration Statement on
Form S-11 (File No. 33-9607) dated February 28, 1989.
<PAGE>
10-B. Copy of Agreement together with certain documents
relating to the purchase of the 18 Central Shopping Center, East Brunswick,
New Jersey is hereby incorporated herein by reference to Post-Effective
Amendment No. 7 to the Partnership's Registration Statement on Form S-11
(File No. 33-9607) dated July 31, 1989.
10-C. Copy of Purchase and Sale Agreement together with the
Lease Guarantee Agreement for Minimax 2, Minimax 3 and 1801 West Belt are
hereby incorporated by reference to Exhibit 10-C to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
10-D. Copy of Purchase and Sale Agreement for the
acquisition of Pine Forest #17 is hereby incorporated by reference to
Exhibit 10-D to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-17708) dated March 19, 1993.
10-E. Copies of Limited Partnership Agreement and Formation
of Partnership Agreement relating to JMB/Warehouse Associates are hereby
incorporated by reference to Exhibit 10-E to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
10-F. Copy of Purchase and Sale Agreement for the
acquisition of Silber #1 is hereby incorporated by reference to Exhibit 10-
G to the Partnership's report for December 31, 1993 on Form 10-K (File No.
0-17708) dated March 25, 1994.
10-G. Sale documents relating to the contract for sale by
the Partnership of its interest in the Houston Industrial Properties are
hereby incorporated by reference to the Partnership's report for March 28,
1997 on Form 8-K (File No. 0-17708) dated April 11, 1997.
27. Financial Data Schedule
(b) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.
The Partnership's Report on Form 8-K (File No. 0-17708)
for March 28, 1997 (describing the sale of its indirect interest in the
Houston Industrial Properties) was filed. This report was dated April 11,
1997 and includes a discussion of the sale (Item 2) and narrative pro forma
financial information with respect to the sale (Item 7).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000804214
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 13,440,277
<SECURITIES> 0
<RECEIVABLES> 242,127
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,682,404
<PP&E> 8,583,315
<DEPRECIATION> 0
<TOTAL-ASSETS> 22,939,431
<CURRENT-LIABILITIES> 10,020,082
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 12,986,934
<TOTAL-LIABILITY-AND-EQUITY>22,939,431
<SALES> 761,653
<TOTAL-REVENUES> 804,996
<CGS> 0
<TOTAL-COSTS> 352,563
<OTHER-EXPENSES> 97,764
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 212,972
<INCOME-PRETAX> 141,697
<INCOME-TAX> 0
<INCOME-CONTINUING> 115,051
<DISCONTINUED> 3,733,116
<EXTRAORDINARY> (81,123)
<CHANGES> 0
<NET-INCOME> 3,767,044
<EPS-PRIMARY> 108.89
<EPS-DILUTED> 108.89
</TABLE>
