0000734761-95-000006.txt : 19950815 0000734761-95-000006.hdr.sgml : 19950815 ACCESSION NUMBER: 0000734761-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XXI L P CENTRAL INDEX KEY: 0000734761 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330030615 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13356 FILM NUMBER: 95563434 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD,. SUITE 700, LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 2711 LBJ FREEWAY, SUITE 900 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK REALTY PARTNERS LTD DATE OF NAME CHANGE: 19920413 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 June 30, 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 0-13356 MCNEIL REAL ESTATE FUND XXI, L.P. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) California 33-0030615 ------------------------------------------------------------------------------ (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 XXI, L.P. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ---------------------------- BALANCE SHEETS (Unaudited) June 30, December 31, 1995 1994 ----------- ---------- ASSETS ------ Real estate investments: Land..................................................... $ 3,607,306 $ 3,607,306 Buildings and improvements............................... 32,908,776 32,646,371 ----------- ----------- 36,516,082 36,253,677 Less: Accumulated depreciation and amortization......... (14,460,843) (13,696,125) ----------- ----------- 22,055,239 22,557,552 Assets held for sale........................................ - 8,153,520 Cash and cash equivalents................................... 2,550,941 1,151,098 Cash segregated for security deposits....................... 156,950 205,581 Accounts receivable, net of allowance for doubtful accounts of $17,302 and $51,086 at June 30, 1995 and December 31, 1994, respectively................. 112,546 663,548 Advances to affiliates - General Partner.................... - 362,186 Escrow deposits............................................. 276,179 252,798 Deferred borrowing costs, net of accumulated amortization of $156,136 and $186,603 at June 30, 1995 and December 31, 1994, respectively................. 321,497 413,094 Prepaid expenses and other assets........................... 169,005 225,680 ---------- ---------- $25,642,357 $33,985,057 ========== ========== LIABILITIES AND PARTNERS' DEFICIT --------------------------------- Mortgage notes payable, net................................. $22,054,589 $28,914,573 Mortgage notes payable - affiliates......................... 733,900 2,064,900 Accounts payable and accrued expenses....................... 352,006 430,340 Accrued property taxes...................................... 329,487 480,166 Payable to affiliates - General Partner..................... 3,823,969 3,079,178 Advances from affiliates - General Partner.................. 645,611 1,910,982 Security deposits and deferred rental income................ 154,842 228,012 ---------- ---------- 28,094,404 37,108,151 ---------- ---------- Partners' deficit: Limited partners - 50,000 Units authorized; 47,308 and 47,326 Units outstanding at June 30, 1995 and December 31, 1994, respectively, (24,949 and 24,960 Current Income Units outstanding at June 30, 1995 and December 31, 1994, respectively, and 22,359 and 22,366 Growth/Shelter Units) outstanding at June 30, 1995 and December 31,1994, respectively................ (2,109,915) (2,774,251) General Partner.......................................... (342,132) (348,843) ---------- ---------- (2,452,047) (3,123,094) ---------- ---------- $25,642,357 $33,985,057 ========== ==========
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 XXI, L.P. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, -------- -------- 1995 1994 1995 1994 ---- ---- ---- ---- Revenue: Rental revenue................ $1,526,468 $1,994,334 $3,534,349 $4,055,953 Interest...................... 33,919 18,906 59,242 33,771 Gain on disposition of real estate...................... - - 1,615,811 29,440 Other income.................. 2,428 - 2,428 154,134 --------- --------- --------- --------- Total revenue............... 1,562,815 2,013,240 5,211,830 4,273,298 --------- --------- --------- --------- Expenses: Interest...................... 554,370 754,115 1,303,673 1,464,703 Interest - affiliates......... 34,058 77,613 134,304 141,224 Depreciation and amortization................ 382,359 491,777 907,598 998,756 Property taxes................ 124,257 167,157 298,137 337,118 Personnel costs............... 184,114 177,453 414,084 405,170 Utilities..................... 101,357 90,827 221,238 237,306 Repair and maintenance........ 165,503 208,652 347,943 432,772 Property management fees - affiliates........... 80,281 115,505 193,546 227,102 Other property operating expenses.................... 120,605 111,498 275,595 214,540 General and administrative.... 18,371 24,740 37,178 42,691 General and administrative - affiliates.................. 211,042 236,108 407,487 480,080 --------- --------- --------- --------- Total expenses.............. 1,976,317 2,455,445 4,540,783 4,981,462 --------- --------- --------- --------- Net income (loss)................ $ (413,502) $ (442,205) $ 671,047 $ (708,164) ========= ========= ========= ========= Net income (loss) allocable to limited partners - Current Income Unit................... (37,215) (39,798) 60,394 (63,735) Net income (loss) allocable to to limited partners - Growth/ Shelter Unit.................. (372,152) (397,985) 603,942 (637,347) Net income (loss) allocable to General Partner............ (4,135) (4,422) 6,711 (7,082) --------- --------- --------- --------- Net income (loss)................ (413,502) (442,205) 671,047 (708,164) ========= ========= ========= ========= Net income (loss) per limited partnership unit: Current Income Units.......... $ (1.49) $ (1.59) $ 2.42 $ (2.55) ========== ========= ========= ========= Growth/Shelter Units.......... $ (16.64) $ (17.77) $ 27.01 $ (28.45) ========== ========= ========= =========
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 XXI, L.P. STATEMENTS OF PARTNERS' DEFICIT (Unaudited) For the Six Months Ended June 30, 1995 and 1994 Total Partners' General Limited Equity Partner Partners (Deficit) --------- --------- ----------- Balance at December 31, 1993.............. $(329,927) $ (901,571) $(1,231,498) Net loss General Partner........................ (7,082) (7,082) Current Income Units................... - (63,735) (63,735) Growth/Shelter Units................... - (637,347) (637,347) -------- ---------- ---------- Total net loss............................ (7,082) (701,082) (708,164) -------- ---------- ---------- Balance at June 30, 1994.................. $(337,009) $(1,602,653) $(1,939,662) ======== =========== =========== Balance at December 31, 1994.............. $(348,843) $(2,774,251) $(3,123,094) Net income General Partner........................ 6,711 - 6,711 Current Income Units................... - 60,394 60,394 Growth/Shelter Units................... - 603,942 603,942 -------- ---------- ---------- Total net income.......................... 6,711 664,336 671,047 -------- ---------- ---------- Balance at June 30, 1995.................. $(342,132) $(2,109,915) $(2,452,047) ======== ========== ==========
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 XXI, L.P. STATEMENTS OF CASH FLOWS (Unaudited) Increase (decrease) in Cash and Cash Equivalents Six Months Ended June 30, ---------------------------------- 1995 1994 ---------- ---------- Cash flows from operating activities: Cash received from tenants........................ $ 3,711,266 $ 4,167,057 Cash paid to suppliers............................ (1,189,938) (1,720,730) Cash paid to affiliates........................... (202,292) (516,628) Interest received................................. 49,815 18,906 Interest received - affiliates.................... 71,613 - Interest paid..................................... (1,293,137) (1,347,330) Interest paid to affiliates....................... (483,854) (59,389) Property taxes paid............................... (382,801) (370,258) ---------- ---------- Net cash provided by operating activities............ 280,672 171,628 ---------- ---------- Cash flows from investing activities: Additions to real estate investments.............. (269,023) (343,473) Net proceeds from disposition of real estate...... 2,199,917 39,850 Repayment of advances to affiliates............... 300,000 20,874 ---------- ---------- Net cash provided by (used in) investing activities.. 2,230,894 (282,749) ---------- ---------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (138,723) (173,013) Repayment of advances from affiliates............. (973,000) - ---------- --------- Net cash used in financing activities................ (1,111,723) (173,013) ---------- --------- Net increase (decrease) in cash and cash equivalents....................................... 1,399,843 (284,134) Cash and cash equivalents at beginning of period............................................ 1,151,098 1,773,720 ---------- ---------- Cash and cash equivalents at end of period........... $ 2,550,941 $ 1,489,586 ========== ==========
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 XXI, L.P. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities Six Months Ended June 30, -------------------------------- 1995 1994 -------- -------- Net income (loss).................................... $ 671,047 $(708,164) -------- -------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization..................... 907,598 998,756 Amortization of deferred borrowing costs.......... 41,208 50,300 Amortization of discounts on mortgage notes payable................................... 11,367 88,970 Interest added to advances to affiliates - General Partner................................. 62,186 - Interest added to advances from affiliates - General Partner................................. (292,371) 55,367 Gain on disposition of real estate................ (1,615,811) (29,440) Changes in assets and liabilities: Cash segregated for security deposits........... 48,631 25,282 Accounts receivable............................. 153,274 80,975 Advances to affiliates - General Partner........ - (14,864) Escrow deposits................................. (23,381) 92,388 Prepaid expenses and other assets............... (46,909) (12,683) Accounts payable and accrued expenses........... 67,777 (509,658) Accrued property taxes.......................... (74,421) (147,582) Payable to affiliates - General Partner......... 398,741 190,553 Security deposits and deferred rental income.... (28,264) 11,428 ---------- -------- Total adjustments............................. (390,375) 879,792 ---------- -------- Net cash provided by operating activities............ $ 280,672 $ 171,628 ========== ========
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 XXI, L.P. Notes to Financial Statements (Unaudited) June 30, 1995 NOTE 1. ------ McNeil Real Estate Fund XXI, L.P., (the "Partnership"), formerly known as Southmark Realty Partners, Ltd. was organized on November 23, 1983 as a limited partnership under the provisions of the California Revised Limited Partnership Act to acquire and operate commercial and residential properties. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil ("McNeil"). 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 six months ended June 30, 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 XXI, L.P. 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 relied on advances from affiliates to meet its debt obligations and to fund capital improvements. There is no guarantee that such advances will continue to be available. 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 this uncertainty. NOTE 4. ------ Certain reclassifications have been made to prior period amounts to conform to the current presentation. NOTE 5. ------ The Partnership pays property management fees equal to 5% of gross rental receipts for its residential properties and 6% of gross rental receipts for its commercial 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 also choose to provide leasing services for the Partnership's commercial properties, in which case McREMI will receive property management fees from such commercial properties equal to 3% of the property's gross rental receipts plus leasing 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. The Partnership is paying an asset management fee which is payable to the General Partner. Through 1999, the Asset Management Fee is calculated as 1% of the Partnership's tangible asset value. 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. The fee percentage decreases subsequent to 1999. Total accrued but unpaid asset management fees of $2,331,181 were outstanding at June 30, 1995. The Partnership pays a disposition fee to an affiliate of the General Partner equal to 3% of the gross sales price for brokerage services performed in connection with the sale of the Partnership's properties. The fee is due and payable at the time the sale closes. The Partnership incurred $346,050 of such fees for the period ended June 30, 1995 in connection with the sales of Suburban Plaza and Wyoming Mall. The General Partner has, in its discretion, advanced funds to the Partnership to meet its working capital requirements. These advances, which are unsecured and due on demand, accrue interest at a rate equal to the prime lending rate plus 1%. The total advances from affiliates at June 30, 1995 and December 31, 1994 consist of the following: June 30, December 31, 1995 1994 ---------- ---------- Advances from General Partner - revolver............. $ - $ 92,371 Advances from General Partner - other................ - 380,060 Advances purchased by General Partner................ 630,574 1,131,143 Accrued interest payable............................. 15,037 307,408 --------- --------- $ 645,611 $1,910,982 ========= =========
In April 1995, the Partnership utilized $1,320,745 of the proceeds from the sales of Suburban Plaza and Wyoming Mall to repay affiliate advances and accrued interest. McNeil Real Estate Fund XXVII, L.P., ("McNeil XXVII") an affiliate of the General Partner, is permitted to make nonrecourse mortgage loans to affiliates under certain conditions and limitations and subject to availability of funds. In 1992, the Partnership borrowed $972,000 from McNeil XXVII, which was secured by a third lien mortgage on Suburban Plaza. This loan and the accrued interest was repaid at the sale of Suburban Plaza. Additionally, the Partnership had a $359,000 mortgage loan from an affiliate of the General Partner that was secured by a second lien mortgage on Suburban Plaza. This loan and the related accrued interest was also repaid at the sale of Suburban Plaza. During 1992, the Partnership made advances totaling $320,874 to McNeil Real Estate Fund XXII, L.P. ("McNeil XXII"), the joint owner of Wyoming Mall, for tenant improvements and operations at Wyoming Mall. The advances, which are unsecured and due on demand, accrue interest at 9 1/2%. During the second period of 1994, McNeil XXII was able to repay $20,874 of the advances, leaving $300,000 of advances still owed to the Partnership, plus accrued interest. In April 1995, McNeil XXII utilized the proceeds from the sale of Wyoming Mall to repay the remaining balance of $300,000 of the advance plus the accrued interest of $71,614. Compensation and reimbursements paid to or accrued for the benefit of the General Partner and its affiliates are as follows: Six Months Ended June 30, -------------------------------- 1995 1994 -------- -------- Property management fees............................. $ 193,546 $227,102 Charged to gain on disposition of real estate: Disposition fee........................................ 346,050 - Charged to interest -affiliates: Interest on advances from affiliates - General Partner......................................... 55,374 55,367 Interest on mortgage note payable - affiliates.... 78,930 85,857 Charged to general and administrative -affiliates: Partnership administration........................ 201,870 205,144 Asset management fee.............................. 205,617 274,936 --------- ------- $1,081,387 $848,406 ========= =======
The payable to affiliates - General Partner at June 30, 1995 and December 31, 1994 consisted primarily of unpaid asset management fees, property management fees and partnership general and administrative expenses and are due and payable from current operations. NOTE 6. ------ On March 31, 1995, Suburban Plaza was sold to an unrelated third party for a cash price of $6,910,000. Cash proceeds and the gain on the disposition is detailed below: Gain on Sale Cash Proceeds ----------- ----------- Sales Price.......................................... $ 6,910,000 $6,910,000 Selling costs........................................ (293,754) (86,454) Retirement of mortgage discount...................... (683,198) Carrying value....................................... (3,691,594) Accounts receivable.................................. (315,979) Deferred borrowing costs............................. (479) Prepaid expenses..................................... (63,548) ---------- Gain on disposition of real estate................... $ 1,861,448 ========== Retirement of mortgage note.......................... (3,963,489) Retirement of mortgage notes - affiliates............ (1,331,000) Accrued interest paid on retired notes............... (146,111) Real estate tax proration............................ (38,368) Credit for security deposit liability................ (22,325) ---------- Net cash proceeds.................................... $ 1,322,253 ==========
On March 31, 1995, Wyoming Mall was sold to an unrelated third party for a cash price of $9,250,000. The Partnership had a 50% undivided interest in the assets, liabilities and operations of Wyoming Mall, owned jointly with McNeil Real Estate Fund XXII, L.P. Cash proceeds and the gain on the disposition is detailed below: Gain on Sale Cash Proceeds ----------- ----------- Sales Price.......................................... $ 4,625,000 $4,625,000 Selling costs........................................ (234,838) (96,088) Mortgage note prepayment penalty..................... (138,441) (138,441) Carrying value....................................... (4,325,663) Accounts receivable.................................. (81,749) Deferred borrowing costs............................. (49,910) Prepaid expenses..................................... (40,036) ---------- Loss on disposition of real estate................... $ (245,637) ========== Retirement of mortgage note.......................... (3,452,337) Payment of 1994 taxes at closing..................... (23,735) Real estate tax proration............................ (14,154) Credit for security deposit liability................ (22,581) ---------- Net cash proceeds.................................... $ 877,664 ==========
NOTE 7. ------ The mortgage notes payable on Bedford Green and Woodcreek Apartments that matured in June 1995 were refinanced in July 1995 for $3,300,000 and $2,812,500, respectively. The new mortgage loans bear an interest rate of 8.48% , require monthly principal and interest payments and mature in July 2002. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ------ ---------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION ------------------- Net income for the first six months of 1995 was $671,047 as compared to a net loss of $708,164 for the same period in 1994. On March 31, 1995, Wyoming Mall was sold to an unrelated third party for a cash price of $9,250,000. The Partnership had a 50% undivided interest in the assets, liabilities and operations of Wyoming Mall, owned jointly with McNeil Real Estate Fund XXI, L.P. The Partnership received net cash proceeds of $877,664 from the sale of the property and recorded a loss on disposition of real estate of $245,637. The Partnership recorded $256,873 of revenue and $268,760 of expense for the first six months of 1995 for Wyoming Mall. Suburban Plaza was sold to an unrelated third party for a cash price of $6,910,000. The Partnership received net cash proceeds of $1,322,253 and recorded a gain on disposition of real estate of $1,861,448. The Partnership recorded $306,747 of revenue and $328,237 of expense for the first six months of 1995 for Suburban Plaza. The Partnership's working capital needs have been supported by net proceeds from the December 1993 sale of Hickory Lake Apartments and the March 1995 sales of Suburban Plaza and Wyoming Mall and by deferring certain affiliate payables. In addition, the sale of Homestead Manor on February 22, 1994 provided net cash proceeds of $39,850. The Partnership has had little ready cash reserves since its inception. It has been largely dependent on affiliates to support its operations. Although no additional advances from affiliates were required during the first six months of 1995, at June 30, 1995 the Partnership owed affiliate advances of $645,611 and payables to affiliates for property management fees, Partnership general and administrative expenses, asset management fees and disposition fees totaling $3,823,969. In April 1995, the proceeds from the sales of Suburban Plaza and Wyoming Mall enabled the Partnership to repay $1,320,745 of affiliate advances and accrued interest. RESULTS OF OPERATIONS --------------------- Revenue: Rental revenue decreased by $467,866 and $521,604 for the three and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The decrease is primarily due to the sale of Suburban Plaza and Wyoming Mall in the first quarter of 1995. Interest income increased by $15,013 and $25,471 for the three and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The increase was due primarily to higher average cash balances that resulted from the sale proceeds of Suburban Plaza and Wyoming Mall. During the first quarter of 1995, the partnership recognized a gain on disposition of real estate on Suburban Plaza of $1,861,448 and a loss on the sale of Wyoming Mall of $245,637. During the first quarter of 1994, the partnership recognized a gain on disposition of real estate on Homestead Manor Apartments of $29,440. Also related to the sale of Homestead Manor Apartments, the partnership reduced previously accrued property taxes of $154,134, which was recorded as other income during the first quarter of 1994. Expenses: Total expenses decreased by $479,128 and $440,679 for the three and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The decreases in interest expense, depreciation and amortization expense, property taxes and property management fees are primarily due to the sales of Suburban Plaza and Wyoming Mall in the first quarter of 1995. Interest expense-affiliates decreased by $43,555 and $6,920 for the three and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The decrease was mainly due to the repayment of $973,000 of advances from affiliates in the second quarter of 1995. Utilities expense increased by $10,530 and decreased by $16,068 for the three and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The decrease due to the sales of Suburban Plaza and Wyoming Mall was offset by increases in water and sewer rates at Evergreen Apartments and Governour's Square Apartments in the second quarter of 1995. Repairs and maintenance expense decreased by $43,149 and $84,829 for the three and six months ended June 30, 1995, respectively as compared to the same periods in 1994. The decrease was mainly due to the sales of Suburban Plaza and Wyoming Mall. Additionally, Governour's Square Apartments completed an interior upgrade program in early 1994; therefore contract painting and supplies as well as interior light fixture replacement expenses decreased in 1995. Other property operating expenses increased by $9,107 and $61,055 for the three and six months ended June 30, 1995, respectively, as compared to the same period in 1994, mainly due to an increase in property hazard insurance rates at Governour's Square, Breckenridge and Evergreen Apartments. In addition, Suburban Plaza had an increase in legal fees relating to the sale of the property in March 1995. General and administrative expense-affiliates decreased by $25,066 and $72,593 for the three and six months ended June 30, 1995, as compared to the same period in 1994. The decrease was due mainly to a decline in the asset management fees, the result of a decrease in tangible asset value of the partnership, on which the fee is based, primarily because of the sale of Homestead Manor Apartments, Suburban Plaza and Wyoming Mall. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- At June 30, 1995, the Partnership held cash and cash equivalents of $2,550,941. The Partnership was provided $280,672 of cash from operating activities during the first six months of 1995 as compared to $146,346 for the same period of 1994. Cash received from tenants decreased due to the sales of Suburban Plaza and Wyoming Mall. This decrease was offset by a decrease in cash paid to suppliers and interest paid due to the sales of Suburban Plaza and Wyoming Mall. Additionally, during the second quarter of 1995, McNeil XXII paid the outstanding accrued interest from the advances for Wyoming Mall. During April 1995, the Partnership utilized a portion of the property sales proceeds to pay accrued interest on affiliate advances. Cash provided by investing activities totaled $2,230,894 for the first six months of 1995 as compared to cash used in investing activities of $282,749 for the same period of 1994. Cash used for additions to real estate totaled $269,023 for the six months ended June 30, 1995 as compared to $343,473 for the same period of the prior year. The Partnership received $2,199,917 of proceeds from the sales of Suburban Plaza and Wyoming Mall during the first six months of 1995. The Partnership received $39,850 from the sale of Homestead Manor Apartments during the first six months of 1994. Additionally, in 1995 the Partnership received $300,000 from McNeil XXII for repayment of previous advances for Wyoming Mall. In April 1995, the Partnership utilized a portion of the property sales proceeds to repay affiliate advances totaling $973,000. Short-term liquidity -------------------- The Partnership sold two of its properties, Suburban Plaza and Wyoming Mall, for net cash proceeds of $2,199,917. In April 1995, the Partnership utilized $1,320,745 of the proceeds to repay advances from affiliates and accrued interest. The mortgage notes payable on Bedford Green and Woodcreek Apartments that matured in June 1995 were refinanced in July 1995 for $3,300,000 and $2,812,500, respectively. The new mortgage loans bear an interest rate of 8.48% , require monthly principal and interest payments and mature in July 2002. For the rest of 1995, present cash balances, operations of the properties and proceeds from the sale of Suburban Plaza and Wyoming Mall are expected to provide sufficient cash for normal operating expenses, debt service payments and some budgeted capital improvements. However, a portion of the capital improvements and any debt maturities that have not been extended will require the use of other sources of cash. No such sources have been identified. The Partnership has no established lines of credit from outside sources. Although affiliates of the Partnership have previously funded such cash deficits, there can be no assurance the Partnership will receive additional funds. Other possible actions to resolve cash deficiencies include refinancing, deferring major capital or repair expenditures on Partnership properties except where improvements are expected to enhance the competitiveness and marketability of the properties, deferring payables to or arranging financing from affiliates or the ultimate sale of other properties. 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 any additional funds under the facility because no amounts have been reserved for any particular partnership. As of June 30, 1995, $2,362,004 remained available for borrowing under the facility; however, additional funds could be available as other partnerships repay existing borrowings. Additionally, the General Partner has, in its discretion, advanced funds to the Partnership in addition to the revolving credit facility. The General Partner is not obligated to advance funds to the Partnership and there is no assurance that the Partnership will receive additional funds. McNeil Real Estate Fund XXVII, L.P., ("McNeil XXVII") an affiliate of the General Partner, is permitted to make nonrecourse mortgage loans to affiliates under certain conditions and limitations and subject to availability of funds. In 1992, the Partnership borrowed $972,000 from McNeil XXVII, which was secured by a third lien mortgage on Suburban Plaza. This loan was repaid at the sale of Suburban Plaza on March 31, 1995. Additionally, the Partnership had a $359,000 mortgage loan from an affiliate of the General Partner that was secured by a second lien mortgage on Suburban Plaza. This loan and the related accrued interest was also repaid at the sale of Suburban Plaza on March 31, 1995. Long-term liquidity ------------------- Operations of the Partnership's properties are expected to provide sufficient cash flow for operating expenses, debt service payments and capital improvements in the foreseeable future. The proceeds from the sales of Wyoming Mall and Suburban Plaza will enable the Partnership to reduce a significant portion of its affiliate debt as well as affiliate payables. The Partnership has significant mortgage maturities during 1997 and 1999, and management expects to refinance these mortgage notes as they mature. If management is unable to refinance the mortgage notes as they mature; the Partnership will require other sources of cash. No such sources have been identified. 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 this uncertainty. Distributions To maintain adequate cash balances of the Partnership, distributions to Current Income Unit holders were suspended in 1989. There have been no distribution to Growth/Shelter Units holders. Distributions to Unit holders 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 Unit holders. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ----------------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 4. Amended and Restated Limited Partnership Agreement dated March 26, 1992. (Incorporated by reference to the Current Report of the Registrant on Form 8-K dated March 26, 1992, as filed on April 9, 1992). 11. Statement regarding computation of Net Income (Loss) per Limited Partnership Unit: Net income (loss) per limited partnership unit is computed by dividing net income (loss) allocated to the limited partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,949 and 24,982 Current Income Units outstanding in 1995 and 1994, respectively, and 22,359 and 22,400 Growth/Shelter Units outstanding in 1995 and 1994, respectively.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended June 30, 1995. MCNEIL REAL ESTATE FUND XXI, L.P. 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 XXI, L.P. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 14, 1995 By: /s/ Donald K. Reed ------------------------------ -------------------------------------- Date Donald K. Reed President and Chief Executive Officer May 14, 1995 By: /s/ Robert C. Irvine ------------------------------ -------------------------------------- Date Robert C. Irvine Chief Financial Officer of McNeil Investors, Inc. Principal Financial Officer May 14, 1995 By: /s/ Carol A. Fahs ------------------------------ -------------------------------------- Date Carol A. Fahs Chief Accounting Officer of McNeil Real Estate Management, Inc.
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5 6-MOS DEC-31-1995 JUN-30-1995 2,707,891 0 112,546 0 0 0 36,516,082 (14,460,843) 25,642,357 0 22,788,489 0 0 0 0 25,642,357 3,534,349 5,211,830 0 0 3,102,806 0 1,437,977 0 0 0 0 0 0 671,047 0 0