SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
June 30, 1999 Commission file #0-12791
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(Exact name of registrant as specified in its charter)
Illinois 36-3207212
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 13
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 17
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 2,286,732 2,577,367
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . 249,985 249,985
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 1,251,799 1,163,973
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 3,788,516 3,991,325
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 31,957 31,957
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,196 12,196
------------ ------------
$ 3,832,669 4,035,478
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1999 1998
------------ -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,700 103,437
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 493,653 731,623
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 568,353 835,060
Partnership's share of the maximum unfunded obligation under the
indemnification agreement . . . . . . . . . . . . . . . . . . . . . . 4,176,948 3,997,006
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,769,915 1,667,340
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 6,515,216 6,499,406
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 1,016,331 1,025,076
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,149,967) (1,149,967)
------------ ------------
(132,636) (123,891)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (267,702,140) (267,492,266)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (61,071,938) (61,071,938)
------------ ------------
(2,549,911) (2,340,037)
------------ ------------
Total partners' deficits. . . . . . . . . . . . . . . . . . . . (2,682,547) (2,463,928)
------------ ------------
$ 3,832,669 4,035,478
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ -- 1,050,869 -- 2,535,201
Interest income . . . . . . . . . . . . . . . . 67,698 156,349 136,696 317,318
Other income. . . . . . . . . . . . . . . . . . -- -- 2,164 186,043
---------- ---------- ---------- ----------
67,698 1,207,218 138,860 3,038,562
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 60,285 1,151,579 119,947 2,463,757
Property operating expenses . . . . . . . . . . -- 979,575 -- 2,424,179
Professional services . . . . . . . . . . . . . 9,803 56,053 117,966 173,886
Amortization of deferred expenses . . . . . . . -- 7,172 -- 14,344
General and administrative. . . . . . . . . . . 81,735 194,556 186,692 373,206
---------- ---------- ---------- ----------
151,823 2,388,935 424,605 5,449,372
---------- ---------- ---------- ----------
(84,125) (1,181,717) (285,745) (2,410,810)
Partnership's share of the reduction of the
maximum unfunded obligation under the
indemnification agreement . . . . . . . . . . . 33,563 33,563 67,126 67,126
Venture partners' share of earnings (loss)
from ventures' operations . . . . . . . . . . . -- -- -- (401)
---------- ---------- ---------- ----------
Earnings (loss) before gain on sale or
disposition of investment properties
or interest in investment property. . . (50,562) (1,148,154) (218,619) (2,344,085)
Gain on sale or disposition of investment
properties or interest in investment
property, net of venture partner's share. . . . -- -- -- 5,365,511
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ (50,562) (1,148,154) (218,619) 3,021,426
========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
Net earnings (loss) per limited partner-
ship interest:
Earnings (loss) before gain on sale or
disposition of investment properties
or interest in investment property . . $ (.13) (3.01) (.57) (6.15)
Gain on sale or disposition of invest-
ment properties or interest in
investment property, net of venture
partners' share. . . . . . . . . . . . -- -- -- 14.51
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . $ (.13) (3.01) (.57) 8.36
========== ========== ========== ==========
Cash distributions per limited
partnership interest. . . . . . . . . . $ -- 25.00 -- 30.00
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (218,619) 3,021,426
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . -- 14,344
Amortization of discount on long-term debt. . . . . . . . . . . . . . . 102,575 91,031
Partnership's share of the reduction of the maximum unfunded
obligation under the indemnification agreement. . . . . . . . . . . . (67,126) (67,126)
Venture partners' share of ventures' operations . . . . . . . . . . . . -- 401
Gain on sale or disposition of investment properties or interest
in investment property, net of venture partners' share. . . . . . . . -- (5,365,511)
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 23,218
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . (87,826) 896,180
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 96,133
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 107,674
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,737) 189,225
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . 9,098 (1,266,541)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (78,933)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 2,165,053
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . -- --
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- (74,866)
---------- -----------
Net cash provided by (used in) operating activities . . . . . . . . (290,635) (248,292)
---------- -----------
Cash flows from investing activities:
Proceeds from sale of investment properties or interest in investment
property, net of selling expenses . . . . . . . . . . . . . . . . . . . -- 4,642,140
Net sales and maturities (purchases) of short-term investments. . . . . . -- 124,100
Additions to investment properties. . . . . . . . . . . . . . . . . . . . -- (97,746)
---------- -----------
Net cash provided by (used in) investing activities . . . . . . . . -- 4,668,494
---------- -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1999 1998
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (37,494)
Distribution to venture partner . . . . . . . . . . . . . . . . . . . . . -- (222,720)
Distribution to limited partners. . . . . . . . . . . . . . . . . . . . . -- (10,964,229)
---------- -----------
Net cash provided by (used in) financing activities . . . . . . . . -- (11,224,443)
---------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . (290,635) (6,804,241)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 2,577,367 9,528,301
---------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $2,286,732 2,724,060
========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,000 298,704
========== ===========
Sale of interest in investment property:
Gain on sale of interest in investment property . . . . . . . . . . . $ -- 5,365,511
Basis in investment property. . . . . . . . . . . . . . . . . . . . . -- (723,371)
---------- ------------
Cash proceeds from sale of interest in investment
property. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 4,642,140
========== ============
Reduction in amounts due to affiliates. . . . . . . . . . . . . . . . . $ (247,068) --
========== ============
Reduction in Partnership's investment . . . . . . . . . . . . . . . . . $ 247,068 --
========== ============
Net assets and venture partner's deficit in venture
written off at sale of interest in investment property. . . . . . . . $ -- 355,705
========== ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-12791) filed on March 22, 1999, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1998 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 Partnership and its consolidated ventures had previously committed
to plans to sell or dispose of all their remaining investment properties.
Accordingly, all consolidated properties had been classified as held for
sale or disposition in the accompanying consolidated financial statements
as of the respective date of such plan's adoption. The net results of
operations for the three months ended June 30, 1999 and 1998 for
consolidated properties classified as held for sale or disposition or sold
or disposed of during the past two years were $0 and $2,421,858,
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 its employees and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties. Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates for the six months ended June 30,
1999 and 1998 were as follows:
<PAGE>
Unpaid at
June 30,
1999 1998 1999
------- ------- -------------
Property management
and leasing fees . . . . . . $ -- 126,739 --
Insurance commissions . . . . 1,248 8,771 --
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. . 46,446 50,347 17,202
------- ------- ------
$47,694 185,857 17,202
======= ======= ======
In February 1998, the Partnership paid approximately $1,322,000 of
previously deferred management and leasing fees to an affiliate of the
General Partners.
The Partnership had obligations to fund, on demand, $200,000 and
$200,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital. In June 1999, the obligations
to Carlyle Managers, Inc. and Carlyle Investors, Inc. were reduced by
approximately $115,000 and $132,000, respectively. As of June 30, 1999,
these obligations bore interest at 4.62% per annum and the obligations and
the cumulative interest accrued on these obligations totaled $476,451
(reflected in amounts due to affiliates in the accompanying consolidated
financial statements).
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties"). Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties. The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), owned primarily by holders of the first mortgage
debt that encumbered the Properties prior to the bankruptcy. JMB/NYC has,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that significantly reduce indebtedness of the
Properties. In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties. There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001. In addition, the non-
recourse purchase money notes made by JMB/NYC for its interests in the
Properties, which are secured by JMB/NYC's interests in the Properties and
had outstanding principal and accrued and deferred interest of
approximately $125,400,000, at June 30, 1999, mature on January 2, 2001.
If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.
<PAGE>
Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated to indemnify, through a date no later than
January 2, 2001, the REIT to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties. The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $1.9 million) to JMB/NYC, which was deposited into an escrow
account as collateral for such indemnification. These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001. The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.
The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT. Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely. Therefore, the Partnership expects its share of the collateral
to be returned (including interest earned) at the termination of the
indemnification agreement.
During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000. The Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment in unconsolidated venture will
not be recognized. Should the unconsolidated venture subsequently report
income, the Partnership will resume applying the equity method on its share
of such income only after such income exceeds net losses not previously
recognized.
While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by the Partnership at any time due to the level of indebtedness
remaining on the Properties, the original purchase money notes payable by
JMB/NYC, and the significant preference levels to other partners within the
reorganized joint ventures owning the Properties.
LONG BEACH PLAZA
The Partnership had not remitted the required debt service payments
for the mortgage loan secured by the Long Beach Plaza Shopping Center since
June 1993. Accordingly, the combined balances of the mortgage notes and
related accrued interest were in default. The Partnership initiated
discussions with the first mortgage lender regarding a modification of its
mortgage loan secured by the property, which was originally due in June
1994. The lender agreed to a short-term loan extension until August 31,
1995. The Partnership had been unable to secure a modification or further
extension to the loan. The Partnership decided not to commit any
significant additional amounts to the property. In March 1996, a receiver
was appointed for the benefit of the lender. On December 31, 1998, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan and payment of $10 in cash. The Partnership
realized an extraordinary gain on forgiveness of debt from this transaction
in 1998 of approximately $47,015,000 for financial reporting purposes.
This amount includes the effect of the impairment losses recognized by the
Partnership in 1996 aggregating approximately $17,600,000. In addition,
the Partnership recognized a gain of approximately $28,256,000 for Federal
income tax purposes, with no corresponding distributable proceeds.
<PAGE>
The Partnership is currently in discussions with the original seller
of the Long Beach investment property concerning retirement of the
promissory note payable to such seller in connection with the acquisition
of the property by the Partnership in 1983. Such note had a recorded
balance of $1,769,915 (net of discount) as of June 30, 1999.
CARROLLWOOD STATION APARTMENTS
In December 1997, the Partnership on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property. Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property. On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximates the share of proceeds that the
Partnership would have received from a sale to the proposed purchaser of
the property. As of the date of the sale, the Partnership was relieved
from any further obligations under the joint venture agreement. The
Partnership recognized a gain of approximately $5,366,000 for financial
reporting purposes and a gain of approximately $8,501,000 for Federal
income tax purposes in 1998.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1998
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of June 30, 1999 and for the three and six months
ended June 30, 1999 and 1998.
<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 consolidated
financial statements for additional information concerning certain of the
Partnership's investment properties.
At June 30, 1999, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $2,287,000 and short-term
investments of approximately $250,000. These funds are available for
retirement of the promissory note made by the Partnership in connection
with its acquisition of the Long Beach Plaza investment property, working
capital requirements and reserves and potential future distributions to the
General Partners and Holders of Interests. The Partnership does not
consider its indirect interest in JMB/NYC to be a source of liquidity.
However, the Partnership expects to receive a return of its share of the
funds held in escrow (including interest earned) by JMB/NYC as collateral
under the indemnification agreement after termination of such agreement in
January 2001. Reference is made to the Partnership's property-specific
discussions in the notes. The Partnership is currently in discussions with
the original seller of the Long Beach investment property concerning
retirement of the promissory note payable to such seller in connection with
the acquisition of the property by the Partnership in 1983. Such note had
a recorded balance of $1,769,915 (net of discount) as of June 30, 1999.
The Partnership had suspended operating cash distributions to the
Holders of Interests and General Partners effective as of the first quarter
of 1992.
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning the Properties. The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"). JMB/NYC has, through January 1, 2001, under
certain limited circumstances, rights of consent regarding sale of the
Properties or the consummation of certain other transactions that
significantly reduce indebtedness of the Properties. In general, at any
time on or after January 2, 2001, an affiliate of the REIT has the right to
purchase JMB/NYC's interest in the Properties for certain amounts relating
to the operations of the Properties. There can be no assurance that such
REIT affiliate will not exercise such right on or after January 2, 2001.
In addition, the non-recourse purchase money notes made by JMB/NYC for its
interest in the Properties, which are secured by JMB/NYC's interest in the
Properties and had outstanding principal and accrued and deferred interest
of approximately $125,400,000, at June 30, 1999, mature on January 2, 2001.
If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.
Due to the level of indebtedness remaining on the Properties, the
purchase money notes payable by JMB/NYC and the significant preference
levels to other partners within the reorganized joint ventures owning the
Properties, it is unlikely that the Partnership will receive any
significant distributions from JMB/NYC, other than the return of funds held
in escrow pursuant to an indemnification obligation. However, in
connection with sales or other dispositions of any of the Properties or of
the Partnership's (or JMB/NYC's) interest in the Properties, Holders of
Interests will recognize a substantial amount of net gain for Federal
income tax purposes (corresponding to all or most of their deficit capital
<PAGE>
account balances for tax purposes) even though the Partnership would not be
able to make any significant amounts of distributions. For certain Holders
of Interests such taxable income may be offset by their suspended passive
activity losses (if any). Each Holder's tax consequences will depend on
his own tax situation.
In connection with the liquidation and termination of the Partnership,
the Corporate General Partner may form a liquidating trust, in which all of
the Partnership's remaining assets, subject to liabilities, would be
transferred. The initial trustees of the liquidating trust would be
individuals who are officers of the Corporate General Partner. Each Holder
of Interests in the Partnership would, upon the establishment of the
liquidating trust, be deemed to be the beneficial owner of a comparable
share of the aggregate beneficial interests in the liquidating trust. It
is anticipated that the liquidating trust, if formed, would permit the
realization of substantial cost savings in administrative and other
expenses until any remaining assets of the Partnership are collected or
liquidated and residual liabilities (including contingent liabilities) of
the Partnership are paid or otherwise determined to be extinguished and any
remaining funds are distributed to the beneficial owners of the liquidating
trust. The liquidating trust would be expected to be in existence for a
period not to exceed three years, subject to extension under certain
circumstances. The formation of a liquidating trust would be subject to
certain contingencies, and there is no assurance that the liquidating trust
will be formed.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in Carrollwood Station Associates on March 2, 1998
and the disposition of the Long Beach Plaza in December 1998.
The decrease in accounts payable at June 30, 1999 as compared to
December 31, 1998 is primarily due to the timing of payments for certain
expenses of the Partnership.
The decrease in interest income for the three and six months ended
June 30, 1999 as compared to the same periods in 1998 is primarily due to a
higher average cash balance available for temporary investment in 1998,
prior to the distribution of proceeds from the sale of the Partnership's
interest in Carrollwood Station Associates made to Holders of Interest in
May 1998.
The other income for the six months ended June 30, 1998 represents the
1998 sale of stock which was received as a settlement of claims against a
tenant in bankruptcy. The claim originated from the Partnership's interest
in the Old Orchard Venture prior to it being sold in August 1993.
The mortgage and other interest for the three and six months ended
June 30, 1999 primarily represents the amortization of discount on the note
payable to the original seller of the Long Beach investment property.
The decrease in general and administrative expenses for the three and
six months ended June 30, 1999 as compared to the same period in 1998 is
primarily due to a decrease in reimbursable costs to affiliates of the
General Partners and a decrease in other administrative costs due to the
sales of Partnership's interest in Carrollwood Station Associates and the
Long Beach Plaza in 1998.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.
<PAGE>
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors. Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects. Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999. The Partnership has not inquired of
the joint ventures that own the Properties as to the status of their year
2000 compliance.
The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. Although the year 2000 problem may or may not present various
risks for the joint ventures owning the Properties, the Partnership does
not believe that these risks, to the extent they may exist, present any
material additional risks to the Partnership's business, results of
operations or financial condition. As discussed in the Notes to
Consolidated Financial Statements included elsewhere in this report,
JMB/NYC has discontinued the equity method of accounting for its indirect
interests in the joint ventures owning the Properties. Moreover, for the
reasons discussed elsewhere in this Management Discussion and Analysis of
Financial Condition and Results of Operations, JMB/NYC does not expect to
receive any significant distributions in the future from the joint ventures
owning the Properties. The Partnership and JMB/NYC also have no
involvement in or authority over the general operations or management of
the joint ventures owning the Properties or the development of their
contingency plans, if any, for the year 2000 problem.
The Partnership has not incurred and does not expect to incur, any
material direct costs for year 2000 compliance. Although the Partnership
has not made inquiry of the joint ventures owning the Properties as to
their actual or projected year 2000 compliance costs, if any, the
Partnership does not believe that any such cost would have a material
effect on the Partnership. Neither the Partnership nor JMB/NYC is
obligated to contribute any funds to pay for such costs. In addition,
since JMB/NYC does not expect to receive any significant distributions in
the future from the joint ventures owning the Properties, the Partnership
does not believe that any such costs incurred will have any material effect
on the Partnership's indirect investment in the joint ventures.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1999.
<CAPTION>
1998 1999
------------------------------------- ------------------------------
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. 237 Park Avenue Building
New York, New York . . . . . * * * * * *
2. 1290 Avenue of the Americas
Building
New York, New York . . . . . * * * * * *
<FN>
An "*" indicates that the joint venture which owns the property was restructured. Reference is made to the
Notes for further information regarding the reorganized and restructured ventures.
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus and which is hereby incorporated by
reference.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.
4-A. Promissory note secured by Deed of Trust Between Carlyle
Real Estate Partnership - XIII and Ernest W. Hahn, Inc. dated June 22, 1983
is hereby filed herewith.
27. Financial Data Schedule
Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule 601(b)
(4) (iii), the Registrant commits to provide copies of such agreements to
the SEC upon request.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: August 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 13, 1999
EXHIBIT 4-A
- -----------
(Carlyle - XIII)
PROMISSORY NOTE SECURED
BY DEED OF TRUST
-----------------------
As of
$20,225,000 Chicago, Illinois June 22, 1983
FOR VALUE RECEIVED, the undersigned, CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIII, a limited partnership ("Buyer"), promises to pay ERNEST
W. HAHN, INC., a California corporation ("Seller"), the sum of TWENTY
MILLION TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($20,225,000), without
interest, as follows:
1. PAYMENTS.
A. On December 27, 1983, the undersigned shall make a payment
hereunder of $10,225,000.
B. On December 31, 2013, the undersigned shall make a payment
hereunder of $9,800,000.
C. On January 31, 2014, the undersigned shall make a payment
hereunder of $100,000.
D. On February 28, 2014, the undersigned shall make a payment of
the balance owing hereunder (viz., $100,000).
2. As used in this Note, the following terms have the following
meanings:
A. "Sale Agreement" means that certain agreement by and between
Seller and Buyer, dated as of June 22, 1983, providing for, among other
things, the sale by Seller of certain real property in Long Beach,
California ("Said Premises") encumbered by the "Purchase Price
Encumbrance", as such agreement has been or shall hereafter be amended.
B. "Purchase Price Encumbrance" means that certain deed of trust
of even date herewith, executed by Buyer, as Trustor, the Seller, as
Beneficiary, covering certain Said Premises and securing this Note.
3. The undersigned may not prepay the unpaid balance of principal
under this Note in whole or in part at any time or times.
4. This Note evidences a portion of the purchase price of certain
improved real and personal property located in Long Beach, California, as
is secured by the Purchase Price Encumbrance, and is further subject to and
governed by the provisions contained in or referred to in the Purchase
Price Encumbrance. All of the terms and provisions of the Purchase Price
Encumbrance are incorporated herein by this reference.
5. No individual who is a general partner in Buyer, and no limited
or general partner (whether an individual or otherwise) in any partnership
which itself is a general partner in Buyer, shall have any personal
liability, directly or indirectly, under this Note or under the Purchase
Price Encumbrance or any other security agreement or instrument, and Payee
hereof and each successor and assign of Payee have waived and hereby waive
all such personal liability of such individuals and partners; provided,
however, the foregoing waiver of liability of such individuals and partners
shall not preclude Payee from recovering a judgment hereunder against the
assets of Buyer (including Said Premises) or the assets of the corporate
general partner of Buyer.
6. Should default be made in the payment of any installment when
due hereunder, or should a default occur under the Purchase Price
Encumbrance, the same shall not be cured with 10 days after the holder of
this Note gives written notice of such default to the undersigned where the
default is the failure to pay a sum of money hereunder, or within 45 days
after such holder gives written notice of such default to the undersigned
where the default is other than the failure to pay a sum of money payable
hereunder, then, at the election of such holder of this Note, the whole sum
of principal shall become immediately due and payable. Where such default
is the failure to pay money, then the same shall be deemed to be cured if
such money shall be paid within such 10-day period, and when the default is
other than the failure to pay money, then the same shall be deemed to be
cured if the curing of the same shall be commenced within such 45-day
period and diligently carried to completion. All amounts due hereunder are
payable in lawful money of the United States. In the event that more than
five days prior to the date a payment is due hereunder, Payee requests in
writing that such payment be made by wire transferring the same to a
specified account of Payee, then such payment shall be made by wire
transfer to such account. The validity and construction of this Note and
all matters pertaining hereto are to be determined according to the laws of
the State of Illinois, unless Payee elects to enforce its remedies against
Said Premises under the Purchase Price Encumbrance, in which event such
enforcement shall be governed in accordance with the laws of the State of
California.
7. The undersigned hereby waives presentment for payment, demand,
notice of demand, notice of nonpayment or dishonor, protest and notice of
protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default or enforcement of the payment of
this Note, except for such notices as may be specifically provided in the
Purchase Price Encumbrance. Payments hereunder shall be mae without setoff
or counterclaim.
8. In the event either the undersigned or the holder of this Note
shall institute any action or proceeding against the other relating to the
collection or enforcement of this Note, any default hereunder or any
provision hereof, then, and in that event, the finally unsuccessful
litigant in such action or proceeding shall reimburse the finally
successful litigant therein for the reasonable expenses of attorneys' fees
and disbursements incurred therein by the finally successful litigant and
the amount of such fees and disbursements shall be included in the final
judgment rendered in such action or proceeding. In the event a payment
hereunder is not made at the time required, then during the period that
such payment is delinquent, the undersigned shall pay as a collection fee
an amount equal to 1.5% of the payment in default multiplied by the number
of whole or partial months of such default (but in no event more than the
maximum rate permitted by law).
9. Any notice, demand or document given or delivered hereunder,
shall, in the case of a notice, be in writing and may be personally
delivered, given or made by United States registered or certified mail,
return receipt requested, addressed as follows: to Payee, 3666 Kearny
Villa Road, San Diego, California 92123, Attention: Chief Financial
Officer (with copies to (i) Legal Department, Ernest W. Hahn, Inc., 3666
Kearny Villa Road, San Diego, California 92123, and (ii) Kaye, Scholer,
Fierman, Hays & Handler, 425 Park Avenue, New York, New York 10022,
Attention: Eugene A. Pinover, Esq.); to the undersigned, 875 North
Michigan Avenue, Suite 3900, Chicago, Illinois 60611, Attention: Mr.
Robert J. Chapman (with copy to Lawler, Felix & Hall, 700 South Flower
Street, Los Angeles, California 90017, Attention: Leo J. Pircher, Esq.);
subject to the right of Payee or the undersigned to designate a different
address for itself by notice similarly given. Any notice, demand or
document so given, delivered or made by United States mail shall be deemed
to have been given, delivered or made on the third business day after the
same is deposited in the United States mail as registered or certified
matter, addressed as above provided, with postage thereon fully prepaid.
Any such notice, demand or document not given, delivered or made by
registered or certified mail as aforesaid shall be deemed to be given,
delivered or made only upon receipt of the same by the one to whom the same
is to be given, delivered or made.
10. The terms "Undersigned", as used in this Note, and "Trustor",
as used in the Purchase Price Encumbrance, mean Buyer and each successor
and assign of the same as obligor of this Note and trustor under the
Purchase Price Encumbrance. The terms "Payee", as used in this Note, and
"Beneficiary" as used in the Purchase Price Encumbrance, mean Seller, and
each successor and assign of the same as payee under or holder of this Note
and beneficiary under the Purchase Price Encumbrance (including, where such
successor or assign is a trust, both the trustees and beneficiaries
thereof).
11. Without the prior written consent of the undersigned, this Note
may not be negotiated or assigned, pledged or hypothecated, in whole or in
part, on or before June 30, 1984. Any attempted negotiation, assignment,
pledge or hypothecation in violation of the foregoing shall be void.
CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIII,
a limited partnership
By: CARLYLE-XIII MANAGERS, INC.,
an Illinois corporation,
General Partner
By: executed signature
--------------------
Vice President
<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, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,686,732
<SECURITIES> 249,985
<RECEIVABLES> 1,251,799
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,788,516
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,832,669
<CURRENT-LIABILITIES> 568,353
<BONDS> 1,769,915
<COMMON> 0
0
0
<OTHER-SE> (2,682,547)
<TOTAL-LIABILITY-AND-EQUITY> 3,832,669
<SALES> 0
<TOTAL-REVENUES> 138,860
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 304,658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 119,947
<INCOME-PRETAX> (285,745)
<INCOME-TAX> 0
<INCOME-CONTINUING> (218,619)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218,619)
<EPS-BASIC> (.57)
<EPS-DILUTED> (.57)
</TABLE>
