-----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, EwDDemNEWYE/0AA0xmaqCSPgmvgwKWQ5f8pQSp8raLhdQdAHTowLfvsjfLmW8xvu 4M6vTbkwl2TkQnrqd2vF+g== 0000064310-96-000006.txt : 19960517 0000064310-96-000006.hdr.sgml : 19960517 ACCESSION NUMBER: 0000064310-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND V LTD CENTRAL INDEX KEY: 0000064310 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 946356980 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08229 FILM NUMBER: 96565353 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 LB 70 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, 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 0-8229 MCNEIL REAL ESTATE FUND V, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-6356980 - -------------------------------------------------------------------------------- (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 V, LTD. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ---------------------------- BALANCE SHEETS (Unaudited)
March 31, December 31, 1996 1995 --------------- -------------- ASSETS - ------ Asset held for sale......................................... $ 13,789,030 $ 13,789,030 Cash and cash equivalents................................... 1,933,577 2,025,005 Cash segregated for security deposits....................... 145,438 144,797 Accounts receivable......................................... 2,694 8,260 Prepaid expenses and other asset............................ 41,684 61,414 Deferred borrowing costs (net of accumulated amortization of $31,215 and $29,037 at March 31, 1996 and December 31, 1995, respectively)............................................ 230,118 232,296 -------------- ------------- $ 16,142,541 $ 16,260,802 ============== ============= LIABILITIES AND PARTNERS' EQUITY - -------------------------------- Mortgage note payable....................................... $ 11,335,136 $ 11,358,707 Accounts payable............................................ 3,717 33,528 Accrued interest............................................ 71,156 72,090 Accrued property taxes...................................... 60,900 - Accrued expenses............................................ 34,502 48,936 Payable to affiliates - General Partner..................... 42,038 15,734 Security deposits and deferred rental revenue............... 162,449 152,328 -------------- ------------- 11,709,898 11,681,323 -------------- ------------- Partners' equity: Limited partners - 20,000 limited partnership units authorized; 18,223 limited partnership units outstanding...................................... 4,415,658 4,562,494 General Partner.......................................... 16,985 16,985 -------------- ------------- 4,432,643 4,579,479 -------------- ------------- $ 16,142,541 $ 16,260,802 ============== =============
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 V, LTD. STATEMENTS OF INCOME (Unaudited)
Three Months Ended March 31, --------------------------------- 1996 1995 -------------- -------------- Revenue: Rental revenue................................... $ 1,024,210 $ 1,035,205 Interest......................................... 27,231 25,899 ------------- ------------- Total revenue.................................. 1,051,441 1,061,104 ------------- ------------- Expenses: Interest......................................... 216,858 203,705 Depreciation..................................... - 125,361 Property taxes................................... 60,900 60,186 Personnel expenses............................... 86,064 90,850 Utilities........................................ 76,865 81,557 Repairs and maintenance.......................... 108,950 89,755 Property management fees - affiliates............ 51,466 51,777 Other property operating expenses................ 70,111 58,740 General and administrative....................... 27,062 7,104 Partnership management fee....................... 25,000 15,000 ------------- ------------- Total expenses................................. 723,276 784,035 ------------- ------------- Net income.......................................... $ 328,165 $ 277,069 ============= ============= Net income allocable to limited partners............ $ 328,165 $ 277,069 Net income allocable to General Partner............. - - ------------- ------------- Net income.......................................... $ 328,165 $ 277,069 ============= ============= Net income per limited partnership unit............. $ 18.00 $ 15.20 ============= ============= Distributions per limited partnership unit.......... $ 26.06 $ 15.64 ============= =============
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 V, LTD. STATEMENTS OF PARTNERS' EQUITY (Unaudited) For the Three Months Ended March 31, 1996 and 1995
Total General Limited Partners' Partner Partners Equity -------------- -------------- -------------- Balance at December 31, 1994.............. $ 16,985 $ 4,383,431 $ 4,400,416 Net income................................ - 277,069 277,069 Distributions............................. - (285,008) (285,008) ------------- ------------- ------------- Balance at March 31, 1995................. $ 16,985 $ 4,375,492 $ 4,392,477 ============= ============= ============= Balance at December 31, 1995.............. $ 16,985 $ 4,562,494 $ 4,579,479 Net income................................ - 328,165 328,165 Distributions............................. - (475,001) (475,001) ------------- ------------- ------------- Balance at March 31, 1996................. $ 16,985 $ 4,415,658 $ 4,432,643 ============= ============= =============
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 V, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents
Three Months Ended March 31, ------------------------------------------- 1996 1995 ------------------- ----------------- Cash flows from operating activities: Cash received from tenants........................ $ 1,039,410 $ 1,035,443 Cash paid to suppliers............................ (393,721) (349,424) Cash paid to affiliates........................... (50,162) (67,583) Interest received................................. 27,231 25,899 Interest paid..................................... (215,614) (196,354) Property taxes paid............................... - (60,186) ----------------- -------------- Net cash provided by operating activities............ 407,144 387,795 ----------------- -------------- Net cash used in investing activities: Additions to real estate investments.............. - (59,044) ----------------- -------------- Cash flows from financing activities: Principal payments on mortgage note payable....... (23,571) (31,473) Distributions..................................... (475,001) (285,008) ----------------- -------------- Net cash used in financing activities................ (498,572) (316,481) ----------------- -------------- Net increase (decrease) in cash and cash equivalents....................................... (91,428) 12,270 Cash and cash equivalents at beginning of year.............................................. 2,025,005 1,799,590 ----------------- -------------- Cash and cash equivalents at end of year............. $ 1,933,577 $ 1,811,860 ================= ==============
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 V, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Income to Net Cash Provided by Operating Activities
Three Months Ended March 31, --------------------------------------- 1996 1995 ---------------- --------------- Net income........................................... $ 328,165 $ 277,069 --------------- -------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...................................... - 125,361 Amortization of deferred borrowing costs.......... 2,178 2,178 Changes in assets and liabilities: Cash segregated for security deposits........... (641) (637) Accounts receivable............................. 5,566 2,123 Prepaid expenses and other assets............... 19,730 (31,058) Accounts payable................................ (29,811) (7,435) Accrued interest................................ (934) 5,173 Accrued property taxes.......................... 60,900 - Accrued expenses................................ (14,434) 14,653 Payable to affiliates - General Partner......... 26,304 (806) Security deposits and deferred rental revenue....................................... 10,121 1,174 --------------- -------------- Total adjustments............................. 78,979 110,726 --------------- -------------- Net cash provided by operating activities............ $ 407,144 $ 387,795 =============== ==============
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 V, LTD. Notes to Financial Statements (Unaudited) March 31, 1996 NOTE 1. - ------- McNeil Real Estate Fund V, Ltd. (the "Partnership") was organized September 12, 1974 as a limited partnership 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 agreement of limited partnership dated September 12, 1974 (the "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, 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 V, Ltd. c/o McNeil Real Estate Management, Inc., Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. NOTE 3. - ------- The Partnership pays property management fees equal to 5% of gross rental receipts of Sycamore Valley, the Partnership's residential property, to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner, for providing management and leasing services. As compensation for administering the affairs of the Partnership, the General Partner receives a partnership management fee equal to 5% of cash from operations, as defined, but only if the limited partners receive distributions of cash from operations equal to a 6% per annum non-cumulative return on their adjusted invested capital. In addition, the General Partner is entitled to receive a subordinated incentive fee. This fee is equal to 10% of the remaining cash from sales and refinancings in excess of the cost of all Partnership properties, as defined. The cash from sales or refinancing distributed to the limited partners has exceeded the subordination requirement. The Partnership is obligated to pay commissions for real estate brokerage services to an affiliate of the General Partner in connection with the sale of the Partnership's property. Such commissions shall not exceed the lesser of (i) the normal and competitive rate for similar services in the locality where the services are performed, (ii) 50% of the standard commission or (iii) one-half of the total acquisition fees which could have been paid to the General Partner under the terms of the Partnership Agreement. Under the terms of the Partnership Agreement, the General Partner is also entitled to receive a subordinated incentive fee. This fee is an amount equal to 10% of the remaining cash from sales or refinancings, as defined, in excess of the cost of all partnership properties, as defined. The cash from sales or refinancing distributed to the limited partners has exceeded the subordination requirement. Compensation and reimbursements paid to or accrued for the benefit of the General Partner and its affiliates are as follows:
Three Months Ended March 31, ---------------------------------------- 1996 1995 ---------------- --------------- Property management fees............................. $ 51,466 $ 51,777 Partnership management fees.......................... 25,000 15,000 --------------- -------------- $ 76,466 $ 66,777 =============== ==============
NOTE 4. - ------- 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. Since Sycamore Valley is currently classified as an asset held for sale, no depreciation was taken in 1996. NOTE 5. - ------- On February 5, 1996, the Partnership executed a purchase agreement dated January 23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments which represents substantially all of the assets of the Partnership. The gross purchase price for Sycamore Valley is $23,300,000, subject to certain adjustments. Consummation of the sale is subject to the satisfaction of certain conditions, including the approval of the limited partners of the Partnership for the sale of Sycamore Valley. The Partnership presently anticipates submitting the sale and the subsequent dissolution and termination of the Partnership for limited partner approval at a future meeting. If the limited partners approve and the sale of Sycamore Valley is consummated, the General Partner will commence the dissolution and termination of the Partnership. In connection with such dissolution and termination, the General Partner will liquidate any remaining assets, repay creditors, pay to the General Partner a brokerage fee and subordinated incentive fee (See Note 2), and authorize distributions to the limited partners of the Partnership, including distributions of net proceeds from the sale of Sycamore Valley, in accordance with the terms of the Partnership Agreement of the Partnership. Neither the amount nor timing of any such distributions has been determined. The financial statements have not been prepared on the liquidation basis of accounting, as the sale is subject to limited partner approval. 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 real properties. At March 31, 1996, the Partnership owned one apartment property which is subject to a mortgage note. On February 5, 1996, the Partnership executed a purchase agreement dated January 23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments which represents substantially all of the assets of the Partnership. The gross purchase price for Sycamore Valley is $23,300,000, subject to certain adjustments. Consummation of the sale is subject to the satisfaction of certain conditions, including the approval of the limited partners of the Partnership for the sale of Sycamore Valley. The Partnership presently anticipates submitting the sale and the subsequent dissolution and termination of the Partnership for limited partner approval at a future meeting. If the limited partners approve and the sale of Sycamore Valley is consummated, the General Partner will commence the dissolution and termination of the Partnership. In connection with such dissolution and termination, the General Partner will liquidate any remaining assets, repay creditors, pay to the General Partner a brokerage fee and subordinated incentive fee (See Note 2), and authorize distributions to the limited partners of the Partnership, including distributions of net proceeds from the sale of Sycamore Valley, in accordance with the terms of the Partnership Agreement of the Partnership. Neither the amount nor timing of any such distributions has been determined. The financial statements have not been prepared on the liquidation basis of accounting, as the sale is subject to limited partner approval. RESULTS OF OPERATIONS - --------------------- Revenue: Total Partnership revenues decreased by $9,663 or 1% for the three months ended March 31, 1996. Rental revenue decreased $10,995 and interest income increased $1,332. Rental revenue for the first three months of 1996 was $1,024,210 as compared to $1,035,205 for the same period in 1995. The decrease in rental revenue for the three months ended March 31, 1996 is due to a decrease in the occupancy rate of the property. The occupancy rate decreased from 98% in March of 1995 to 96% in March of 1996. Expenses: Total Partnership expenses decreased by $60,759 or 8% the first three months of 1996 as compared to the same period in 1995. The most significant decreases occurred in depreciation and utilities. The total decrease in expense was offset by increases in mortgage interest, repair and maintenance, other property operating, general and administrative, and partnership management fees. Interest expense for the three months ended March 31, 1996 increased $13,153 or 6% as compared to 1995. The increase is due to an increase in the index used to calculate interest expense on the mortgage. The mortgage note interest rate increased from 6.8% at March 31, 1995 to 7.6% at March 31, 1996. The Partnership did not recognize any depreciation expense during the first quarter of 1996 as a result of the adoption of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." Utility expense decreased $4,692 or 6% for the three months ended March 31, 1996 as compared to the same period in 1995. The decrease is related to the installation of newer, more efficient boilers at the property. Repair and maintenance expenses increased $19,195 or 21%, for the three months ended 1996 as compared to the same period in 1995. The increase is due to the replacement of carpeting and appliances, which met the Partnership's criteria for capitalization based on the magnitude of replacements in 1995, but were expensed in 1996. Other property operating expenses increased $11,371 or 19% for the three months ended March 31, 1996 as compared to 1995 due to the increase in earthquake insurance for Sycamore Valley. This increase was partially offset by decreases in bad debt, office supplies and eviction costs. General and administrative expenses increased $19,958 for the three months ended March 31, 1996 as compared to the same period last year. The increase was due to proxy costs and professional fees incurred by the Partnership relating to the proposed sale of Sycamore Valley. Partnership management fee increased by $10,000 or 67% for the three months ended March 31, 1996 due to an increase in Partnership management fees. These fees are based on distributions made to the limited partners which increased in 1996 compared to 1995. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership's primary source of cash flows is from operating activities, which generated $407,144 for the first three months of 1996 as compared to $387,795 in 1995. This increase is due to the timing of the payment of the property taxes which is partially offset by the increase in cash paid to suppliers and the increase in interest paid. The Partnership expended $59,044 for capital improvements to Sycamore Valley in 1995. The Partnership distributed $475,001 and $285,008 to the limited partners in 1996 and 1995, respectively. Principal payments on the mortgage note payable declined by $7,902 in 1995 as compared to the same period last year. This decline is due to the reduction in the mortgage payment and the increase in the interest rate. Short-term liquidity: At March 31, 1996, the Partnership held $1,933,577 of cash, down $91,428 since December 31, 1995. This balance provides for the working capital needs of the Partnership and allows for distributions to the limited partners. As discussed in Financial Conditions, the General Partner will seek limited partner approval for the sale of Sycamore Valley and to commence dissolution and termination of the Partnership. Until such approval is received, management will perform routine repairs and maintenance on the property to preserve and enhance its value in the market. McNeil has established a revolving credit facility not to exceed $5,000,000 in the aggregate which will be 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 funds under the facility because no amounts will be reserved for any particular partnership. As of March 31, 1996, $2,662,819 remained available for borrowing under the facility; however, additional funds could become available as other partnerships repay existing borrowings. This commitment will terminate March 30, 1997. Long-term liquidity: If operations should deteriorate and present resources not be adequate for current needs, the Partnership has no established lines of credit on which to draw for its working capital needs other than any available portion of the $5,000,000 revolving credit facility discussed above, and thus would require other sources of working capital. No such other sources have been identified. Distributions: During 1996, the limited partners received a cash distribution of $475,001. The distribution consisted of funds from operations. Any cash not required for current operations is expected to continue to be distributed to the Partners on the semi-annual schedule presently followed. Distributions will be subject to maintenance of adequate levels of cash reserves, and such distributions will only be available from cash generated from operations. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 4. Partnership Agreement dated September 12, 1974 and amended and restated January 31, 1975. (1) 11. Statement regarding computation of Net Income per limited partnership unit: Net income per limited partnership unit is computed by dividing net income allocated to the limited partners by the number of limited partnership units outstanding. Per unit information has been computed based on 18,223 limited partnership units outstanding in 1996 and 1995. 27. Financial Data Schedule for the quarter ended March 31, 1996. (1) Incorporated by reference to the Annual Report of McNeil Real Estate Fund V, Ltd. on Form 10-K for the period ended December 31, 1990, as filed with the Securities and Exchange Commission on March 29, 1991. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended March 31, 1996. McNEIL REAL ESTATE FUND V, 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 V, LTD. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 15, 1996 By: /s/ Donald K. Reed - ------------------- --------------------------------------------- Date Donald K. Reed President and Chief Executive Officer May 15, 1996 By: /s/ Ron K. Taylor - ------------------- --------------------------------------------- Date Ron K. Taylor Acting Chief Financial Officer of McNeil Investors, Inc. May 15, 1996 By: /s/ Brandon K. Flaming - ------------------- --------------------------------------------- Date Brandon K. Flaming Chief Accounting Officer of McNeil Real Estate Management, Inc. EX-27 2
5 3-MOS DEC-31-1996 MAR-31-1996 1,933,577 0 2,694 0 0 0 0 0 16,142,541 0 11,335,136 0 0 0 0 16,142,541 1,024,210 1,051,441 0 0 506,418 0 216,858 0 0 328,165 0 0 0 328,165 0 0
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