-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gjj/zIPTh5Lu0a0OZ/c5Drm0U9MkBlEfPG2qOLTR8H30Cc5Zb5tPPySQzaFLmrD7 se4JxTvc1wVJ43RwX6/Yvg== 0000351708-95-000004.txt : 19950517 0000351708-95-000004.hdr.sgml : 19950516 ACCESSION NUMBER: 0000351708-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XII LTD CENTRAL INDEX KEY: 0000351708 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942717957 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10743 FILM NUMBER: 95537946 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD, STE 700 STREET 2: LB70, CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 STREET 2: LB70 CITY: DALLAS STATE: TX ZIP: 75240 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 1995 -------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to_____________ Commission file number 0-10743 MCNEIL REAL ESTATE FUND XII, LTD. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2717957 ------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (214) 448-5800 ---------------------- 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- MCNEIL REAL ESTATE FUND XII, LTD. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- BALANCE SHEETS (Unaudited)
March 31, December 31, 1995 1994 ------------ ------------ ASSETS Real estate investments: Land..................................................... $ 6,280,580 $ 6,280,580 Buildings and improvements............................... 71,870,659 71,739,632 ----------- ----------- 78,151,239 78,020,212 Less: Accumulated depreciation and amortization......... (37,939,708) (37,105,195) ----------- ------------ 40,211,531 40,915,017 Assets held for sale........................................ 12,497,334 12,724,693 Cash and cash equivalents................................... 2,192,808 3,313,765 Cash segregated for security deposits ...................... 305,364 303,436 Accounts receivable, less allowance for doubtful accounts of $5,629 and $36,410 at March 31, 1995 and December 31, 1994, respectively...................... 275,442 317,559 Prepaid expenses and other assets........................... 209,167 258,668 Escrow deposits............................................. 1,052,886 896,234 Deferred borrowing costs, net of accumulated amorti- zation of $695,269 and $652,691 at March 31, 1995 and December 31, 1994, respectively...................... 1,521,692 1,459,976 ----------- ----------- $ 58,266,224 $ 60,189,348 =========== =========== LIABILITIES AND PARTNERS' DEFICIT Mortgage notes payable, net................................. $ 65,651,408 $ 68,152,522 Accounts payable............................................ 295,954 220,341 Accrued expenses............................................ 126,423 146,722 Accrued interest............................................ 860,820 1,680,833 Accrued property taxes...................................... 1,120,083 961,459 Advances from Southmark..................................... 33,296 32,690 Advances from affiliates - General Partner.................. 1,854,884 1,814,115 Payable to affiliates - General Partner..................... 6,307,046 5,926,684 Security deposits and deferred rental income................ 533,054 546,313 ----------- ----------- 76,782,968 79,481,679 ----------- ----------- Partners' deficit: Limited partners - 240,000 limited partnership units authorized; 229,980 and 230,594 limited partnership units issued and outstanding at March 30, 1995 and December 31, 1994, respectively.......................... (8,860,493) (9,844,782) General Partner.......................................... (9,656,251) (9,447,549) ----------- ----------- (18,516,744) (19,292,331) ----------- ----------- $ 58,266,224 $ 60,189,348 =========== ===========
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XII, LTD. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, ----------------------------- 1995 1994 ---------- ---------- Revenue: Rental revenue................................... $4,684,000 $5,431,785 Interest......................................... 33,715 13,172 --------- --------- Total revenue.................................. 4,717,715 5,444,957 --------- --------- Expenses: Interest......................................... 1,724,768 1,867,880 Interest - affiliates............................ 40,769 31,005 Depreciation and amortization.................... 1,069,629 1,145,877 Property taxes................................... 376,053 448,749 Personnel expenses............................... 609,755 718,484 Utilities........................................ 460,138 599,702 Repair and maintenance........................... 548,882 696,363 Property management fees - affiliates............ 233,793 267,973 Other property operating expenses................ 301,686 321,092 General and administrative....................... 34,324 42,528 General and administrative - affiliates.......... 120,016 129,468 --------- --------- Total expenses................................. 5,519,813 6,269,121 --------- --------- Net loss before extraordinary item.................. (802,098) (824,164) Extraordinary gain on extinguishment of debt........ 1,838,192 - --------- --------- Net income (loss)................................... $1,036,094 $ (824,164) ========= ========= Net income (loss) allocable to limited partners..... $ 984,289 $ (782,956) Net income (loss) allocable to General Partner...... 51,805 (41,208) --------- --------- Net income (loss)................................... $1,036,094 $ (824,164) ========= ========= Net income (loss) per limited partnership unit: Income (loss) before extraordinary item............. $ (3.31) $ (3.40) Extraordinary gain from extinguishment of debt 7.59 - --------- --------- Net income (loss) per limited partnership unit...... $ 4.28 $ (3.40) ========= =========
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XII, LTD. STATEMENTS OF PARTNERS' DEFICIT (Unaudited) For the Three Months Ended March 31, 1995 and 1994
Total General Limited Partners' Partner Partners Deficit ------------ ------------- ------------- Balance at December 31, 1993.............. $(8,456,354) $(13,138,511) $(21,594,865) Net loss.................................. (41,208) (782,956) (824,164) Contingent Management Incentive Distribution........................... (288,097) - (288,097) ---------- ----------- ----------- Balance at March 30, 1994................. $(8,785,659) $(13,921,467) $(22,707,126) ========== =========== =========== Balance at December 31, 1994.............. $(9,447,549) $ (9,844,782) $(19,292,331) Net income................................ 51,805 984,289 1,036,094 Contingent Management Incentive Distribution........................... (260,507) - (260,507) ---------- ----------- ----------- Balance at March 31, 1995................. $(9,656,251) $ (8,860,493) $(18,516,744) ========== =========== ===========
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XII, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents
Three Months Ended March 31, ------------------------------------ 1995 1994 ------------ ------------ Cash flows from operating activities: Cash received from tenants........................ $ 4,693,480 $ 5,418,190 Cash paid to suppliers............................ (1,845,895) (2,329,260) Cash paid to affiliates........................... (233,954) (998,494) Interest received................................. 33,715 13,172 Interest paid..................................... (1,498,730) (1,721,522) Interest paid to affiliates....................... - (470,489) Property taxes paid............................... (360,706) (817,767) Deferred borrowing costs paid..................... (104,294) (31,966) ---------- ---------- Net cash provided by (used in) operating activities.............................. 683,616 (938,136) ---------- ---------- Cash flows used in investing activities: Additions to real estate investments.............. (138,784) (213,577) ---------- ---------- Cash flows from financing activities: Proceeds from refinancing of mortgage notes payable................................... 334,062 - Principal payments on mortgage notes payable......................................... (1,999,851) (472,698) Repayment of mortgage loans from affiliates....... - (1,603,135) Advances from affiliates - General Partner........ - 6,000 Repayment of advances from affiliates - General Partner................................. - (1,206,664) ---------- ---------- Net cash used in financing activities................ (1,665,789) (3,276,497) ---------- ---------- Net decrease in cash and cash equivalents............ (1,120,957) (4,428,210) Cash and cash equivalents at beginning of period............................................ 3,313,765 4,938,029 ---------- ---------- Cash and cash equivalents at end of period........... $ 2,192,808 $ 509,819 ========== ==========
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XII, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities
Three Months Ended March 31, -------------------------------- 1995 1994 ---------- ----------- Net income (loss).................................... $1,036,094 $ (824,164) --------- --------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization..................... 1,069,629 1,145,877 Amortization of deferred borrowing costs.......... 42,578 29,180 Amortization of discounts on mortgage notes payable................................... 102,743 49,011 Net interest added on advances from affiliates - General Partner.................... 40,769 23,904 Net interest added on advances from Southmark....................................... 606 433 Extraordinary gain on extinguishment of debt......................................... (1,838,192) - Changes in assets and liabilities: Cash segregated for security deposits........... (1,928) 96,922 Accounts receivable............................. 42,117 (92,005) Prepaid expenses and other assets............... 49,501 25,696 Escrow deposits................................. (156,652) (388,369) Deferred borrowing costs........................ (104,294) (31,966) Accounts payable................................ 75,613 13,884 Accrued expenses................................ (20,299) (109,611) Accrued interest................................ 80,111 (395,654) Accrued property taxes.......................... 158,624 104,681 Payable to affiliates - General Partner......... 119,855 (601,053) Security deposits and deferred rental .......... income........................................ (13,259) 15,098 --------- -------- Total adjustments............................. (352,478) (113,972) --------- -------- Net cash provided by operating activities............ $ 683,616 $(938,136) ========= ========
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. McNEIL REAL ESTATE FUND XII, LTD. Notes to Financial Statements (Unaudited) March 31, 1995 NOTE 1. - ------- McNeil Real Estate Fund XII, Ltd. (the "Partnership") was organized February 2, 1981 as a limited partnership organized under the provisions of the California Uniform Limited Partnership Act. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The Partnership is governed by an amended and restated limited partnership agreement, dated September 6, 1991 (the "Amended Partnership Agreement"). The principal place of business for the Partnership and the General Partner is 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the Partnership's financial position and results of operations. All adjustments were of a normal recurring nature. However, the results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results to be expected for the year ending December 31, 1995. NOTE 2. - ------- The financial statements should be read in conjunction with the financial statements contained in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994, and the notes thereto, as filed with the Securities and Exchange Commission, which is available upon request by writing to McNeil Real Estate Fund XII, Ltd. c/o McNeil Real Estate Management, Inc., Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. NOTE 3. - ------- The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. The Partnership has suffered recurring losses from operations and has a net Partners' deficit that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 4. - ------- Certain reclassifications have been made to prior period amounts to conform with current period presentation. NOTE 5. - ------- The Partnership pays property management fees equal to 5% of the gross rental receipts of the Partnership's properties to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner, for providing property management services for the Partnership's residential and commercial properties and leasing services for its residential properties. McREMI may choose to provide leasing services for the Partnership's commercial properties, in which case McREMI will receive a property management fee from such commercial properties equal to 3% of the property's gross rental receipts plus commissions based on the prevailing market rate for such services where the property is located. The Partnership reimburses McREMI for its costs, including overhead, of administering the Partnership's affairs. Affiliates of the General Partner have advanced funds to the Partnership to meet working capital requirements. These advances and mortgage loans accrue interest at a rate equal to the prime lending rate plus 1%. Under terms of the Amended Partnership Agreement, the Partnership is paying a Management Incentive Distribution ("MID") to the General Partner. The maximum MID is calculated as 1% of the tangible asset value of the Partnership. The maximum MID percentage decreases subsequent to 1999. Tangible asset value is determined by using the greater of (i) an amount calculated by applying a capitalization rate of 9% to the annualized net operating income of each property or (ii) a value of $10,000 per apartment unit for residential property and $50 per gross square foot for commercial property to arrive at the property tangible asset value. The property tangible asset value is then added to the book value of all other assets excluding intangible items. Prior to July 1, 1993, the MID consists of two components: (i) the fixed portion which is payable without respect to the net income of the Partnership and is equal to 25% of the maximum MID (the "Fixed MID") and (ii) a contingent portion which is payable only to the extent of the lesser of the Partnership's excess cash flow, as defined, or net operating income (the "Entitlement Amount") and is equal to up to 75% of the maximum MID (the "Contingent MID"). Effective July 1, 1993, the General Partner amended the Amended Partnership Agreement as a settlement to a class action complaint. This amendment eliminates the Fixed MID portion and makes the entire MID payable to the extent of the Entitlement Amount. In all other respects the calculation and payment of the MID will remain the same. Fixed MID was payable in limited partnership units ("Units") unless the Entitlement Amount exceeded the amount necessary to pay the Contingent MID in which case, at the General Partner's option, the Fixed MID was paid in cash to the extent of such excess. Contingent MID will be paid to the extent of the Entitlement Amount, and may be paid (i) in cash, unless there is insufficient cash to pay the distribution in which event any unpaid portion not taken in Units will be deferred and is payable, without interest, from the first available cash and/or (ii) in Units. A maximum of 50% of the MID may be paid in Units. The number of Units issued in payment of the MID is based on the greater of $50 per Unit or the net tangible asset value, as defined, per Unit. Any amount of the MID that is paid to the General Partner in Units will be treated as if cash is distributed to the General Partner and is then contributed to the Partnership by the General Partner. The Fixed MID was treated as a fee payable to the General Partner by the Partnership for services rendered. The Contingent MID represents a return of equity to the General Partner for increasing cash flow, as defined, and accordingly is treated as a distribution. Compensation, reimbursements and distributions paid to or accrued for the benefit of the General Partner and its affiliates are as follows:
Three Months Ended March 30, ------------------------------- 1995 1994 -------- -------- Charged to other assets: Property management fees - affiliates................ $233,793 $267,973 Interest - affiliates................................ 40,769 31,005 Charged to general and administrative - affiliates: Partnership administration........................ 120,016 129,468 ------- -------- $394,578 $428,446 ======= ======= Charged to General Partner's deficit: Contingent MID.................................... $260,507 $288,097 ======= =======
NOTE 6. - ------- The Partnership filed claims with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the "Bankruptcy Court") against Southmark for damages relating to improper overcharges, breach of contract and breach of fiduciary duty. The Partnership settled these claims in 1991, and such settlement was approved by the Bankruptcy Court. An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April 14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in May 1995 the Partnership received in full satisfaction of its claims, $49,818 in cash, and common and preferred stock in the reorganized Southmark currently valued at approximately $16,000, which amounts represent the Partnership's pro-rata share of Southmark assets available for Class 8 Claimants. NOTE 7. - ------- On March 24, 1995, the partnership refinanced the mortgage note payable on Plaza Westlake. The new loan bears an interest rate of 9.5% and will mature January 31, 2000. Following is a summary of the transaction:
New loan proceeds...................... $ 4,000,000 Capital improvement account............ (300,000) Existed debt retired................... (3,365,938) ---------- Cash proceeds from refinancing......... $ 334,062 ==========
In addition, the Partnership incurred loan costs of $102,294 relating to the refinancing. On February 26, 1995, the Partnership paid off the interest in net profits on Buccaneer Village for retirement of $3,588,192 of debt. The debt was retired at a discounted payoff of $1,750,000, which resulted in an extraordinary gain on extinguishment of debt of $1,838,192. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership was formed to acquire, operate and ultimately dispose of a portfolio of income-producing properties. At March 31, 1995, the Partnership owned nine apartment properties and two shopping centers. All of the Partnership's properties are subject to mortgage notes. RESULTS OF OPERATIONS - --------------------- Revenue: Rental revenue for the three months of 1995 was $4,684,000 as compared to $5,431,785 for the same period in 1994. This decrease of $747,785 is primarily due to the loss of $792,734 in rental revenue generated from Fox Run and Village East, which were sold in December and November 1994, respectively. This decrease was offset by rental increases at all of the remaining properties except Sundance, Lamar Plaza and Plaza Westlake. The Wichita market where Sundance is located continues to be depressed and without major capital improvements, Sundance's occupancy will continue to deteriorate. The decline in revenue at Lamar Plaza and Plaza Westlake is attributable to reduced percentage rents earned and common area maintenance charges. Interest income increased by $20,543 for the three months ended March 31, 1995 as compared to the same period last year. This increase is due to larger average cash balances being invested in interest-bearing accounts. Expenses: Partnership expenses decreased by $749,308 for the first three months of 1995 as compared to the same period last year primarily due to the sale of Fox Run and Village East in 1994 and Cedar Mill Crossing in December 1993. The effects from these transactions were declines of $189,380 for interest, $135,639 for depreciation, $46,284 for property taxes, $142,893 for personnel expenses, $141,831 for utilities, $121,703 for repair and maintenance, $38,632 for property management fees - affiliates, and $23,430 other property operating expenses. In addition to the sale of Fox Run, Village East, and Cedar Mill Crossing other factors affected the level of expenses reported by the remaining properties. Interest expense - affiliates increased by $9,764 or 31% due to an increases in the prime rate used to calculate the interest expense on the advances. General and administrative expense decreased by $8,205 or 19% for the three months ending March 31, 1995 as compared to the same period in 1994 due to a reduction in tax preparation and legal costs. All other remaining expense categories remained comparable to the same period last year. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership generated $636,616 through operating activities for the first three months of 1995 as compared to a $938,136 use of cash for the first three months of 1994. This increase in cash can be attributed to the reduction in interest paid as a result of the sale of Cedar Mill in 1993. Also declines in cash and interest paid to affiliates attributed to the increase in cash. In January 1994, the Partnership used the proceeds from the sale of Cedar Mill to pay down on the affiliate advances and the payment of the Fixed MID. The Partnership also experienced a reduction in the cash paid to supplies and property taxes paid but this decrease was somewhat offset by the reduction in the cash received from tenants and the increase in deferred borrowing costs paid. The Partnership expended $138,784 and $213,577 for capital improvements to its properties for the three months ended March 31, 1995 and 1994, respectively. During the first quarter of 1995, the Partnership expended $1,665,789 for financing activities as compared to $3,276,497 for the same period in 1994. This reduction is primarily due to the payoff in 1994 of the mortgage loan from affiliates and the pay down of the advances from affiliates. During 1995, the Partnership received cash proceeds of $334,062 for the refinancing of Plaza Westlake. The increase in the principal payments on mortgage notes is due to $1,750,000 discounted payoff of the interest in net profits on Buccaneer Village. Short Term Liquidity: At March 31, 1995, the Partnership held cash and cash equivalents of $2,192,808. The General Partner considers the Partnership's cash reserves adequate for anticipated operations for 1995. In 1995, the Partnership's properties are expected to provide positive cash flow from operations. Management will continue to address ongoing capital improvement needs in light of the aging condition of the Partnership's properties. The Partnership has budgeted approximately $1,948,000 for capital improvements for 1995. The General Partner believes these capital improvements are necessary to allow the Partnership to increase its rental revenues in the competitive markets in which the Partnership's properties operate. These expenditures also allow the Partnership to reduce certain repairs and maintenance expenses from amounts that would otherwise be incurred. During 1994, the Partnership began paying the Contingent MID and anticipates to continue to make payments to the General Partner in 1995. During 1995, the Partnership is faced with mortgage principal payments and mortgage maturities on Buccaneer Village, Lamar Plaza, Millwood Park, Palisades at the Galleria, Plaza Westlake and Sundance, totaling approximately $28,144,000. It is management's policy to negotiate extensions or arrange refinancings for the mortgage notes that are due. In February 1995, the Partnership paid off the interest in net profits on Buccaneer Village at a discounted payoff of $1,750,000 for retirement of $3,588,192 of debt which resulted in an extraordinary gain on extinguishment of debt of $1,838,192. Additionally, management successfully refinanced Plaza Westlake on March 24, 1995. The new 5 year mortgage note in the amount of $4,000,000 retired the maturing mortgage of $3,366,000 and yielded $334,062 in proceeds to the Partnership. Management is currently negotiating the refinancing of Buccaneer Village's first mortgage and Palisades at the Galleria. Management anticipates closing on the refinancings by mid-year with expected proceeds to the Partnership of approximately $3,500,000. The remaining three properties with 1995 maturities, Lamar Plaza, Millwood Park and Sundance, have maturing debt of $12,692,000 and are currently on the market for sale. The General Partner believes that Lamar Plaza and Sundance cannot be refinanced given their current level of debt. The General Partner does not believe it would be in the Partnership's best interest to invest additional money into these properties. Therefore in the event the Partnership is unable to arrange a sale or extension of these loans, the Partnership may allow foreclosure of these properties for full settlement of the debt. The foreclosure of these properties would not have an adverse effect on the Partnership. The mortgage note payable balance and net book value of Lamar Plaza are $3,926,758 and $3,097,651, respectively. The mortgage note payable balance and net book value of Sundance are $7,928,429 and $6,088,776, respectively. The General Partner believes it is in the best interest of the Partnership to market Millwood Park for sale instead of refinancing the maturing mortgage. The property would yield lesser proceeds through a refinancing and require additional capital which would be a burden to cash reserves. The mortgage note payable balance and the net book value of Millwood Park are $2,914,949 and $3,310,908, respectively. The carrying value of all of these properties is below what the General Partner estimates the net realizable value to be. There can be no assurance that these sales/refinancings will occur to coincide with the Partnership's cash needs. Long Term Liquidity: The Partnership's working capital needs have been supported by advances from affiliates during the past several years. Some of that support was provided on a short-term basis to meet monthly operating requirements, with repayment occurring as funds became available; other advances were longer term in nature due to lack of funds for repayment. Additionally, the General Partner has allowed the Partnership to defer payment of MID and reimbursements until such time as the Partnership 's cash reserves allow payments. During 1994, the Partnership began to make repayments to the General Partner for advances and has paid some of the accrued MID. The Partnership will continue to make such payments as is allowed by cash reserves and cash flows of the Partnership. However, the Partnership will not be able to repay the General Partner all payables outstanding in the foreseeable future. The General Partner will continue to defer the unpaid sums until the Partnership's cash reserves allow such payments. The General Partner has established a revolving credit facility not to exceed $5,000,000 in the aggregate which is available on a "first-come, first-served" basis to the Partnership and other affiliated partnerships if certain conditions are met. Borrowings under the facility may be used to fund deferred maintenance, refinancing obligations and working capital needs. There is no assurance that the Partnership will receive additional funds under the facility because no amounts will be reserved for any particular partnership. At March 31, 1995, $2,102,530 remained available for borrowing under the facility; however, additional funds could become available as other partnerships repay borrowings. Should market conditions change and operations deteriorate, present cash resources may be insufficient to meet current needs. Other than available portions of the $5,000,000 revolving credit facility, discussed above, which may not be available when required by the Partnership, the Partnership has no existing lines of credit from outside sources. Other sources of working capital may be required and no such other sources have been identified. Possible actions to resolve operating deficiencies include sales of properties, refinancing or renegotiating terms of existing loans, deferring major capital expenditures, except where improvements are expected to enhance the competitiveness or marketability of the properties, or arranging additional support from affiliates. Additional affiliate support is not assured, since neither the General Partner nor any affiliates have obligations to make advances in excess of any unused portion of the revolving credit facility discussed above. Sales of properties are possibilities, however there is no assurance that a sale can be completed, nor that a closing could be timed to coincide with the Partnership's cash needs. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Distributions With the exception of the Contingent MID, distributions to partners have been suspended since 1986 as part of the General Partner's policy of maintaining adequate cash reserves. Distributions to the limited partners will remain suspended for the foreseeable future. The General Partner will continue to monitor the cash reserves and working capital needs of the Partnership to determine when cash flows will support distributions to the limited partners. A distribution of $260,507 for the Contingent MID has been accrued by the Partnership for the year ended March 31, 1995 for the General Partner. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits.
Exhibit Number Description ------- ----------- 3.3 Amended and Restated Partnership Agreement, dated September 6, 1991 (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1991). 11. Statement regarding computation of net loss per limited partnership unit: net loss per limited partnership unit is computed by dividing net loss allocated to the limited partners by the number of limited partnership units outstanding. Per unit information has been computed based on 229,980 and 230,594 limited partnership units outstanding in 1995 and 1994. 27. Financial Data Schedule for the year ended December 31, 1994 and for the quarter ended March 31, 1995.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended March 31, 1995. McNEIL REAL ESTATE FUND XII, LTD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
McNEIL REAL ESTATE FUND XII, Ltd. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 12, 1995 By: /s/ Donald K. Reed - ---------------- ------------------------------------------------- Date Donald K. Reed President and Chief Executive Officer May 12, 1995 By: /s/ Robert C. Irvine - ---------------- ------------------------------------------------- Date Robert C. Irvine Chief Financial Officer of McNeil Investors, Inc. Principal Financial Officer May 12, 1995 By: /s/ Brandon K. Flaming - ---------------- ------------------------------------------------- Date Brandon K. Flaming Chief Accounting Officer of McNeil Real Estate Management, Inc.
EX-27 2
5 12-MOS 3-MOS DEC-31-1994 DEC-31-1995 DEC-31-1994 MAR-31-1995 3,313,765 2,192,808 0 0 353,969 310,993 (36,410) (5,629) 0 0 0 0 78,020,212 78,151,239 (37,105,195) (37,939,708) 60,189,348 58,266,224 0 0 68,152,522 65,651,408 0 0 0 0 0 0 0 0 60,189,348 58,266,224 21,295,696 4,684,000 27,701,373 4,717,715 0 0 0 0 16,698,851 3,754,276 0 0 7,781,588 1,765,537 3,220,934 (802,098) 0 0 3,220,934 (802,098) 0 0 246,149 1,838,192 0 0 3,467,083 1,036,094 0 0 0 0
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