-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gug4GxozG3OGF4YxY/TDsuO/PtEfbwmToxUr3Uy6wB1lYgRpKdY/x4fdpqQJCLgQ Xv1hmHoR/zA/DagLokNkNw== 0000351708-96-000014.txt : 19961118 0000351708-96-000014.hdr.sgml : 19961118 ACCESSION NUMBER: 0000351708-96-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 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: 96665189 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 September 30, 1996 ----------------------------------------------------- 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 (972) 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)
September 30, December 31, 1996 1995 --------------- -------------- ASSETS - ------ Real estate investments: Land..................................................... $ 6,079,334 $ 6,280,580 Buildings and improvements............................... 74,978,462 73,318,763 -------------- ------------- 81,057,796 79,599,343 Less: Accumulated depreciation and amortization......... (43,198,569) (40,501,275) -------------- -------------- 37,859,227 39,098,068 Asset held for sale......................................... 3,430,081 3,164,323 Cash and cash equivalents................................... 1,424,211 5,791,363 Cash segregated for security deposits ...................... 310,062 316,665 Accounts receivable......................................... 334,513 206,847 Prepaid expenses and other assets........................... 170,441 149,212 Escrow deposits............................................. 1,826,903 1,459,480 Deferred borrowing costs, net of accumulated amorti- zation of $593,294 and $476,661 at September 30, 1996 and December 31, 1995, respectively................. 1,845,941 1,926,908 -------------- ------------- $ 47,201,379 $ 52,112,866 ============== ============= LIABILITIES AND PARTNERS' DEFICIT - --------------------------------- Mortgage notes payable, net................................. $ 58,973,477 $ 59,160,426 Accounts payable............................................ 85,615 86,164 Accrued expenses............................................ 122,598 146,379 Accrued interest............................................ 410,793 411,489 Accrued property taxes...................................... 997,262 935,318 Deferred gain - land condemnation........................... 297,754 - Advance from Southmark...................................... 36,889 35,147 Advances from affiliates - General Partner.................. 28,843 1,474,968 Payable to affiliates - General Partner..................... 4,680,858 7,196,483 Security deposits and deferred rental revenue............... 591,422 515,676 -------------- ------------- 66,225,511 69,962,050 -------------- ------------- Partners' deficit: Limited partners - 240,000 limited partnership units authorized; 229,828 and 229,980 limited partnership units issued and outstanding at September 30, 1996 and December 31, 1995, respectively............... (9,086,129) (7,513,252) General Partner.......................................... (9,938,003) (10,335,932) -------------- ------------- (19,024,132) (17,849,184) -------------- ------------- $ 47,201,379 $ 52,112,866 ============== =============
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 Nine Months Ended September 30, September 30, --------------------------------- --------------------------------- 1996 1995 1996 1995 -------------- --------------- -------------- -------------- Revenue: Rental revenue................ $ 4,228,818 $ 4,144,714 $ 12,510,833 $ 13,466,770 Interest...................... 33,541 47,465 178,629 104,625 Gain on disposition of real estate................. - 1,164,231 - 3,427,513 Gain on legal settlement...... - - - 65,856 ------------- ------------- ------------- ------------- Total revenue............... 4,262,359 5,356,410 12,689,462 17,064,764 ------------- ------------- ------------- ------------- Expenses: Interest...................... 1,305,014 1,247,512 3,897,787 4,696,851 Interest - affiliates......... 651 41,426 52,972 124,139 Depreciation and amortization................ 906,536 920,480 2,697,294 3,059,738 Property taxes................ 321,067 350,240 883,799 1,024,026 Personnel expenses............ 503,874 551,899 1,428,688 1,666,178 Utilities..................... 322,545 277,300 1,095,444 1,051,646 Repair and maintenance........ 546,145 651,063 1,615,186 1,818,350 Property management fees - affiliates........... 208,158 205,204 620,793 674,514 Other property operating expenses.................... 272,718 313,216 793,989 918,037 General and administrative.... 32,656 16,845 130,610 86,270 General and administrative - affiliates.................. 75,856 103,474 270,091 347,284 ------------- ------------- ------------- ------------- Total expenses.............. 4,495,220 4,678,659 13,486,653 15,467,033 ------------- ------------- ------------- ------------- Net income (loss) before extraordinary item............ (232,861) 677,751 (797,191) 1,597,731 Extraordinary gain on extinguishment of debt........ - - - 2,106,625 ------------- ------------- ------------- ------------- Net income (loss)................ $ (232,861) $ 677,751 $ (797,191) $ 3,704,356 ============= ============= ============= ============= Net income (loss) allocable to limited partners........... $ (1,098,085) $ 643,864 $ (1,572,877) $ 3,519,138 Net income (loss) allocable to General Partner............ 865,224 33,887 775,686 185,218 ------------- ------------- ------------- ------------- Net income (loss)................ $ (232,861) $ 677,751 $ (797,191) $ 3,704,356 ============= ============= ============= ============= Net income (loss) per limited partnership unit: Income (loss) before extraordinary item............ $ (4.78) $ 2.80 $ (6.84) $ 6.60 Extraordinary gain from extinguishment of debt........ - - - 8.70 ------------- ------------- ------------- ------------- Net income (loss) per limited partnership unit.............. $ (4.78) $ 2.80 $ (6.84) $ 15.30 ============= ============= ============= =============
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 Nine Months Ended September 30, 1996 and 1995
Total General Limited Partners' Partner Partners Deficit ---------------- ---------------- ---------------- Balance at December 31, 1994.............. $ (9,447,549) $ (9,844,782) $ (19,292,331) Net income................................ 185,218 3,519,138 3,704,356 Management Incentive Distribution......... (769,728) - (769,728) ------------- ------------- ------------- Balance at September 30, 1995............. $ (10,032,059) $ (6,325,644) $ (16,357,703) ============== ============= ============= Balance at December 31, 1995.............. $ (10,335,932) $ (7,513,252) $ (17,849,184) Net loss.................................. 775,686 (1,572,877) (797,191) Management Incentive Distribution......... (377,757) - (377,757) ------------- ------------- ------------- Balance at September 30, 1996............. $ (9,938,003) $ (9,086,129) $ (19,024,132) ============== ============= =============
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
Nine Months Ended September 30, ------------------------------------------- 1996 1995 ------------------ ---------------- Cash flows from operating activities: Cash received from tenants........................ $ 12,391,277 $ 13,514,491 Cash received from legal settlement............... - 65,856 Cash paid to suppliers............................ (4,658,985) (5,677,208) Cash paid to affiliates........................... (2,873,715) (885,995) Interest received................................. 178,629 104,625 Interest paid..................................... (3,780,108) (4,047,664) Interest paid to affiliates....................... (79,757) - Property taxes paid............................... (1,066,531) (1,012,936) ----------------- -------------- Net cash provided by operating activities............ 110,810 2,061,169 ----------------- -------------- Cash flows from investing activities: Additions to real estate investments.............. (1,925,457) (721,389) Net proceeds from disposition of real estate...... - 45,000 ----------------- -------------- Net cash used in investing activities................ (1,925,457) (676,389) ----------------- -------------- Cash flows from financing activities: Proceeds from refinancing of mortgage notes payable................................... - 334,062 Principal payments on mortgage notes payable......................................... (186,949) (2,311,177) Deferred borrowing costs paid..................... (35,665) (131,246) Repayment of advances from affiliates - General Partner................................. (1,419,340) - Management Incentive Distribution................. (910,551) - ----------------- -------------- Net cash used in financing activities................ (2,552,505) (2,108,361) ----------------- -------------- Net decrease in cash and cash equivalents............ (4,367,152) (723,581) Cash and cash equivalents at beginning of period............................................ 5,791,363 3,313,765 ----------------- -------------- Cash and cash equivalents at end of period........... $ 1,424,211 $ 2,590,184 ================= ==============
See discussion of noncash investing activities in Note 6. 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
Nine Months Ended September 30, ---------------------------------------- 1996 1995 ----------------- --------------- Net income (loss).................................... $ (797,191) $ 3,704,356 --------------- -------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization..................... 2,697,294 3,059,738 Amortization of deferred borrowing costs.......... 116,633 136,303 Amortization of discounts on mortgage notes payable................................... - 210,785 Net interest added on advances from affiliates - General Partner.................... 940 124,139 Net interest added on advances from Southmark....................................... 1,742 1,845 Extraordinary gain on extinguishment of debt......................................... - (2,106,625) Gain on disposition of real estate................ - (3,427,513) Changes in assets and liabilities: Cash segregated for security deposits........... 6,603 (5,805) Accounts receivable............................. (127,666) 134,879 Prepaid expenses and other assets............... (21,230) (149,191) Escrow deposits................................. 131,577 (138,271) Accounts payable................................ (549) (35,092) Accrued expenses................................ (23,781) 7,834 Accrued interest................................ (28,421) 300,254 Accrued property taxes.......................... 61,944 129,384 Payable to affiliates - General Partner......... (1,982,831) 135,803 Security deposits and deferred rental .......... revenue....................................... 75,746 (21,654) --------------- -------------- Total adjustments............................. 908,001 (1,643,187) --------------- -------------- Net cash provided by operating activities............ $ 110,810 $ 2,061,169 =============== ==============
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) September 30, 1996 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 nine months ended September 30, 1996 are not necessarily indicative of the results to be expected for the year ending December 31, 1996. 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, 1995, 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. - ------- Certain reclassifications have been made to prior period amounts to conform with current period presentation. NOTE 4. - ------- 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 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. MID will be paid to the extent of the lesser of the Partnership's excess cash flow, as defined, or net operating income, as defined ("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 limited partnership ("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 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: Nine Months Ended September 30, ----------------------- 1996 1995 ---------- ---------- Charged to other assets: Property management fees - affiliates................ $ 620,793 $ 674,514 Interest - affiliates................................ 52,972 124,139 Charged to general and administrative affiliates: Partnership administration........................ 270,091 347,284 --------- --------- $ 943,856 $1,145,937 ========= ========= Charged to General Partner's deficit: MID............................................... $ 377,757 $ 769,728 ========= ========= NOTE 5. - ------- In 1996, the Partnership adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This statement requires the cessation of depreciation on assets held for sale. NOTE 6. - ------- On February 23, 1996, the Partnership was awarded $499,000 as payment for condemnation of 6.45 acres, with a carrying value of $201,246, at Palisades at the Galleria by Cobb County, Georgia. The county required the right-of-way to this property for highway construction. The condemnation of this parcel will not materially affect the operations of the property. The $499,000 is being held in escrow by the mortgagee pending completion of construction adjacent to the property. Upon receipt of the $499,000, the Partnership will recognize a gain of $297,754. NOTE 7. - ------- On April 12, 1996, a fire destroyed or damaged 12 units at Millwood Park Apartments. Preliminary estimates indicate the fire caused approximately $650,000 of damage to the property. The Partnership expects its insurance carrier to reimburse the Partnership for all damages incurred as a result of the fire less a standard deductible. NOTE 8. - ------- On June 19, 1995 the Partnership sold its investment in Sundance to an unaffiliated buyer for a cash sales price of $45,000 and assumption of the first, second and third liens by the purchaser. Cash proceeds and the gain on disposition are detailed below. Gain on Sale Cash Proceeds ------------ ------------- Sales price....................................... $ 45,000 $ 45,000 Mortgages and accrued interest assumed by purchaser...................................... 8,191,859 Basis of real estate sold......................... (5,973,567) ---------- Gain on disposition of real estate................ $ 2,263,292 ========== -------- Net cash proceeds................................. $ 45,000 ======== Also related to the sale of Sundance, the Partnership recognized a $268,433 gain on early extinguishment of debt related to the interest in net profits portion of the debt. NOTE 9. - ------- On July 27, 1995, the Partnership sold its investment in Lamar Plaza to an unaffiliated buyer for assumption of the first and second liens by the purchaser. The gain on disposition is detailed below: Gain on Sale ------------ Mortgage and accrued interest by purchaser....... $ 4,195,215 Basis of real estate sold........................ (3,030,994) ----------- Gain on disposition of real estate............... $ 1,164,221 =========== 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 September 30, 1996, the Partnership owned six apartment properties and one shopping center. All of the Partnership's properties are subject to mortgage notes. RESULTS OF OPERATIONS - --------------------- Revenue: Total Partnership revenues decreased by $4,375,302 or 26% for the nine months ended September 30, 1996. Rental revenue decreased by $955,937 or 7% while interest income increased by $74,004. Rental revenue for the nine months ended September 30, 1996 was $12,510,833 as compared to $13,466,770 for the same period last year. The decrease of $955,937 is due to the loss in rental revenue of $1,322,305 generated by Sundance and Lamar Plaza, which were sold in June and July of 1995. This decrease was partially offset by the increase in rental revenue at four of the remaining Partnership's properties. In 1995, the Partnership recognized a gain on disposition of real estate of $3,427,513 as a result of the sale of Sundance and Lamar Plaza, as well as, a gain on legal settlement of $65,857 as a result of the settlement with Southmark. No such gains were recognized in 1996. Expenses: Partnership expenses decreased by $1,980,380 or 13% for the first nine months of 1996 as compared to the same period last year primarily due to the sale of Sundance and Lamar Plaza in 1995. The effects from these transactions were declines of $730,195 for interest, $354,739 for depreciation, $78,621 for property taxes, $152,125 for personnel expenses, $68,501 for utilities, $149,184 for repair and maintenance, $66,672 for property management fees - affiliates, and $96,274 other property operating expenses. In addition to the sale of Sundance and Lamar, other factors affected the level of expenses reported by the remaining properties. Interest expense - affiliates decreased by $71,167 or 57% and $40,775 or 98% for the nine and three months ended September 30, 1996, respectively, due to the repayment of $235,145 in advances in October 1995 and $1,419,339 in May 1996. Property tax expense decreased by $61,606 or 7% for the nine months ended September 30, 1996, while for the three month period ended September 30, 1996 property tax expense increased by $5,931 or 2% as compared to the same period last year. The overall decrease is due to the successfully appeal of real estate taxes at Palisades for the years 1990 through 1993, resulting in refunds of $88,775 realized in the first quarter of 1996. Utility expenses increased by $112,299 or 11% and $51,630 or 19% for the nine and three months ended September 30, 1996, respectively. The increase is due to an increase in gas and oil usage as a result of the harsh weather conditions in 1996. General and administrative expenses increased $44,340 or 51% for the nine months ended September 30, 1996 as compared to the same period last year. This increase is due to legal and professional fees relating to the land condemnation at Palisades and with the sale of Millwood Park. General and administrative - affiliate expenses decreased $77,193 or 22% and $27,618 or 27% for the nine and three months ended September 30, 1996, respectively, as compared to the same period last year. This decrease is due to a decrease in the percentage of the Partnership's portion of reimbursable costs. All other remaining expense categories remained comparable to the same period last year. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the first nine months of 1996, the Partnership provided $110,810 in cash from operations as compared to $2,061,169 in cash provided from operations in 1995. This decrease can be attributed to the reduction in cash received from tenants as a result of the sales of Sundance and Lamar Plaza in 1995 and the payment of $1.6 million in deferred payments to affiliates of the General Partner. The Partnership expended $1,925,457 and $721,389 for capital improvements to its properties for the nine months ended September 30, 1996 and 1995, respectively. The Partnership also received cash proceeds of $45,000 for the sale of Sundance in 1995. During the first nine months of 1996, the Partnership expended $2,552,505 for financing activities as compared to $2,108,361 for the same period in 1995. The principle payments on the mortgage notes payable declined in 1996 due to $1,750,000 discounted payoff of the interest in net profits on Buccaneer Village, in 1995. During 1996, the Partnership repaid $1,419,339 in advances and made MID payments of $910,551. During 1995, the Partnership received cash proceeds of $334,062 for the refinancing of Plaza Westlake. Short-term liquidity: At September 30, 1996, the Partnership held cash and cash equivalents of $1,424,211. The General Partner considers this level of cash reserves to be adequate to meet the Partnership's operating needs in 1996. The General Partner believes that anticipated operating results for 1996 will be sufficient to fund the Partnership's budgeted $2 million in capital improvements for 1996 and to repay the current portion of the Partnership's mortgage notes. On October 3, 1996, the Partnership sold Millwood Park Apartments receiving approximately $1.3 million in net proceeds. These funds will be used to pay additional MID due to the General Partner. 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 1996, the Partnership has begun to make repayments to the General Partner for advances and has paid the accrued reimbursements. 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. For the long-term, property operations will remain the primary source of funds. In this regard, the General Partner expects that the capital improvements made by the Partnership during the past will yield improved cash flow from property operations in the future. If the Partnership's cash position deteriorates, the General Partner may elect to defer certain of the capital improvements, except where such improvements are expected to increase the competitiveness or marketability of the Partnership's properties. As an additional source of liquidity, the General Partner may attempt to sell Partnership properties judged to be mature considering the circumstances of the market where the properties are located, as well as the Partnership's need for liquidity. However, there can be no guarantee that the Partnership will be able to sell any of its properties for an amount sufficient to retire the related mortgage note and still provide cash proceeds to the Partnership, or that such cash proceeds could be timed to coincide with the liquidity needs of the Partnership. In this regard, the Partnership placed Millwood Park on the market and on January 22, 1996, the Partnership executed a purchase agreement with an unaffiliated third party to purchase Millwood Park Apartments. On October 3, 1996, the Partnership sold Millwood Park for net proceeds of approximately $1.3 million. Income allocation and distributions: Terms of the Amended Partnership Agreement specify that income before depreciation is allocated to the General Partner to the extent of MID paid in cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and the General Partner, respectively. Therefore, for the nine months ended September 30, 1996 and 1995, $775,686 and $185,218, respectively, were allocated to the General Partner. The limited partners received allocations of net income (loss) of $(1,572,877) and $3,519,138 for the nine months ended September 30, 1996 and 1995, respectively. With the exception of the 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 $377,757 for the MID has been accrued by the Partnership for the period ended September 30, 1996 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 229,828 and 229,980 limited partnership units outstanding in 1996 and 1995. 27. Financial Data Schedule for the quarter ended September 30, 1996. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended September 30, 1996. 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 November 14, 1996 By: /s/ Donald K. Reed - ----------------- ---------------------------------------- Date Donald K. Reed President and Chief Executive Officer November 14, 1996 By: /s/ Ron K. Taylor - ----------------- ---------------------------------------- Date Ron K. Taylor Acting Chief Financial Officer of McNeil Investors, Inc. November 14, 1996 By: /s/ Brandon K. Flaming - ----------------- ---------------------------------------- Date Brandon K. Flaming Chief Accounting Officer of McNeil Real Estate Management, Inc. EX-27 2
5 9-MOS DEC-31-1996 SEP-30-1996 1,424,211 0 0 334,513 0 0 81,057,796 (43,198,569) 47,201,379 0 58,973,477 0 0 0 0 47,201,379 12,510,833 12,689,462 0 0 9,535,894 0 3,950,759 0 0 (797,191) 0 0 0 (797,191) 0 0
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