-----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, SajVUwVSnFNFfSg0F0HR8OrX8bV68N/s0tpPL0vK4VDXY6wQfGOCwD1KnHOvzT/X Zfr04hMN3zcnH1XOCZ2bKw== 0000751044-96-000005.txt : 19960515 0000751044-96-000005.hdr.sgml : 19960515 ACCESSION NUMBER: 0000751044-96-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XV LTD /CA CENTRAL INDEX KEY: 0000751044 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942941516 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14258 FILM NUMBER: 96564330 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 2: 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 0-14258 MCNEIL REAL ESTATE FUND XV, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2941516 - -------------------------------------------------------------------------------- (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 XV, LTD. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- BALANCE SHEETS (Unaudited)
March 31, December 31, 1996 1995 --------------- --------------- ASSETS - ------ Real estate investments: Land..................................................... $ 7,087,195 $ 7,087,195 Buildings and improvements............................... 45,034,171 44,889,821 -------------- ------------- 52,121,366 51,977,016 Less: Accumulated depreciation.......................... (20,933,129) (20,428,022) -------------- ------------- 31,188,237 31,548,994 Cash and cash equivalents................................... 1,890,112 2,079,352 Cash segregated for security deposits....................... 231,198 249,574 Accounts receivable......................................... 10,420 6,691 Prepaid expenses and other assets........................... 42,895 43,905 Escrow deposits............................................. 412,299 364,431 Deferred borrowing costs (net of accumulated amortization of $194,845 and $172,430 at March 31, 1996 and December 31, 1995, respectively)............................................ 814,487 836,902 -------------- ------------- $ 34,589,648 $ 35,129,849 ============== ============= LIABILITIES AND PARTNERS' EQUITY (DEFICIT) - ------------------------------------------ Mortgage notes payable, net................................. $ 24,131,026 $ 24,216,133 Accounts payable............................................ 73,509 42,258 Accrued property taxes...................................... 278,477 164,534 Accrued expenses............................................ 100,099 197,112 Accrued interest............................................ 168,626 169,346 Payable to affiliates - General Partner..................... 174,413 48,469 Security deposits and deferred rental revenue............... 251,371 254,144 -------------- ------------- 25,177,521 25,091,996 -------------- ------------- Partners' equity (deficit): Limited partners - 120,000 limited partnership units authorized; 102,836 limited partnership units issued and outstanding at March 31, 1996 and December 31, 1995...................................... 9,898,016 10,394,645 General Partner.......................................... (485,889) (356,792) -------------- ------------- 9,412,127 10,037,853 -------------- ------------- $ 34,589,648 $ 35,129,849 ============== =============
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 XV, LTD. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, --------------------------------- 1996 1995 -------------- -------------- Revenue: Rental revenue................................... $ 1,969,533 $ 1,907,133 Interest......................................... 26,590 46,567 ------------- ------------- Total revenue.................................. 1,996,123 1,953,700 ------------- ------------- Expenses: Interest......................................... 541,501 593,513 Depreciation and amortization.................... 505,107 477,843 Property taxes................................... 114,283 100,455 Personnel expenses............................... 239,445 228,187 Utilities........................................ 95,068 98,250 Repair and maintenance........................... 198,165 157,735 Property management fees - affiliates............ 99,944 96,495 Other property operating expenses................ 110,432 118,473 General and administrative....................... 32,765 16,740 General and administrative - affiliates.......... 56,017 62,443 ------------- ------------- Total expenses................................. 1,992,727 1,950,134 ------------- ------------- Net income.......................................... $ 3,396 $ 3,566 ============= ============= Net income allocable to limited partners............ $ 3,362 $ (127,486) Net income allocable to General Partner............. 34 131,052 ------------- ------------- Net income.......................................... $ 3,396 $ 3,566 ============= ============= Net income per limited partnership unit............. $ 0.03 $ (1.24) ============= ============= Distribution per limited partnership unit........... $ 4.86 $ - ============= =============
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 XV, LTD. STATEMENTS OF PARTNERS' EQUITY (DEFICIT) (Unaudited) For the Three Months Ended March 31, 1996 and 1995
Total General Limited Partners' Partner Partners Equity --------------- --------------- --------------- Balance at December 31, 1994.............. $ (348,250) $ 11,104,028 $ 10,755,778 Net income (loss)......................... 131,052 (127,486) 3,566 Management Incentive Distribution......... (133,734) - (133,734) ------------- ------------- ------------- Balance at March 31, 1995................. $ (350,932) $ 10,976,542 $ 10,625,610 ============= ============== ============= Balance at December 31, 1995.............. $ (356,792) $ 10,394,645 $ 10,037,853 Net income................................ 34 3,362 3,396 Management Incentive Distribution......... (129,131) - (129,131) Limited partner distribution.............. - (499,991) (499,991) ------------- ------------- ------------- Balance at March 31, 1996................. $ (485,889) $ 9,898,016 $ 9,412,127 ============= ============= =============
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 XV, 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........................ $ 1,983,662 $ 1,878,015 Cash paid to suppliers............................ (706,563) (560,120) Cash paid to affiliates........................... (159,148) (169,626) Interest received................................. 26,590 46,567 Interest paid..................................... (506,978) (565,671) Property taxes paid............................... (84,527) (145,520) ----------------- -------------- Net cash provided by operating activities............ 553,036 483,645 ----------------- -------------- Net cash used in investing activities: Additions to real estate investments.............. (144,350) (102,031) ----------------- -------------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (97,935) (116,958) Management Incentive Distribution................. - (135,830) Limited partner distribution...................... (499,991) - ------------------ -------------- Net cash used in financing activities................ (597,926) (252,788) ------------------ -------------- Net increase (decrease) in cash and cash equivalents....................................... (189,240) 128,826 Cash and cash equivalents at beginning of period............................................ 2,079,352 3,284,547 ----------------- -------------- Cash and cash equivalents at end of period........... $ 1,890,112 $ 3,413,373 ================= ==============
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 XV, 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........................................... $ 3,396 $ 3,566 --------------- -------------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation...................................... 505,107 477,843 Amortization of discounts on mortgage notes payable................................... 12,828 11,694 Amortization of deferred borrowing costs.......... 22,415 16,929 Changes in assets and liabilities: Cash segregated for security deposits........... 18,376 (17,801) Accounts receivable............................. (3,729) (3,411) Prepaid expenses and other assets............... 1,010 27,489 Escrow deposits................................. (47,868) (77,829) Accounts payable................................ 31,251 6,422 Accrued property taxes.......................... 113,943 35,538 Accrued expenses................................ (97,013) 28,012 Accrued interest................................ (720) (781) Payable to affiliates - General Partner......... (3,187) (10,688) Security deposits and deferred rental revenue....................................... (2,773) (13,338) --------------- -------------- Total adjustments............................. 549,640 480,079 --------------- -------------- Net cash provided by operating activities............ $ 553,036 $ 483,645 =============== ==============
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 XV, LTD. Notes to Financial Statements (Unaudited) March 31, 1996 NOTE 1. - ------- McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984 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 October 11, 1991 (the "Amended Partnership Agreement"). The principal place of business for the Partnership and the General Partner is 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the Partnership's financial position and results of operations. All adjustments were of a normal recurring nature. However, the results of operations for the three months ended March 31, 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 XV, Ltd., c/o McNeil Real Estate Management, Inc., Investor Relations, 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 the Partnership's properties to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner, for providing property management services and leasing services. The Partnership reimburses McREMI for its costs, including overhead, of administering the Partnership's affairs. 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 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 Contingent MID represents a return of equity to the General Partner for increasing cash flow, as defined, and accordingly is treated as a distribution. Compensation, reimbursements and distributions paid to or accrued for the benefit of the General Partner and its affiliates are as follows:
Three Months Ended March 31, ---------------------------------------- 1996 1995 ---------------- --------------- Property management fees - affiliates................ $ 99,944 $ 96,495 Charged to general and administrative - affiliates: Partnership administration........................ 56,017 62,443 --------------- -------------- $ 155,961 $ 158,938 =============== ============== Charged to General Partner's deficit: MID............................................... $ 129,131 $ 133,734 =============== ==============
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 four apartment properties. Three of the four Partnership's properties are subject to mortgage notes. RESULTS OF OPERATIONS - --------------------- Revenue: Partnership revenues increased by $42,423 or 2% for the three months ended March 31, 1996. Rental revenue increased by $62,400 or 3%, while interest income decreased by $19,977 or 43%. Rental revenue for the first three months of 1996 was $1,969,533 as compared to $1,907,133 for the same period in 1995. The increase in rental revenue for the three months ended March 31, 1996 is due to increases in rental rates at all of the Partnership's properties. Interest income for the three months decreased by $19,977 or 43% due to smaller average cash balances invested in interest-bearing accounts and an increase in the interest rates. Expenses: Partnership expenses decreased by $42,593 or 2% for the first three months of 1996 as compared to the same period last year. Decreases in mortgage interest, other property operating, and general and administrative - affiliates expense were offset by increases in property taxes, repair and maintenance, and general and administrative expenses. Mortgage interest expense decreased for the period ended March 31,1996 compared to the same period in 1995 by $52,012 or 9%. The decrease is due to the payoff of the Cedar Run mortgage note payable in December 1995. Property tax expense for the period ended March 31, 1996 was $114,283 as compared to $100,455 in 1995. The increase of $13,828 or 14% is a result of an increase in the assessed property value at Mountain Shadows. Repairs and maintenance expense increased by $40,430 or 26% for the first three months of 1996 as compared to 1995. Furniture rental increased at Mountain Shadows due to an increase in corporate unit leases where furniture is provided by the lease. In addition, trash and snow removal and carpet cleaning also increased for the three months ended March 31, 1996. Other property operating expenses decreased $8,041 or 7% for the first three months of 1996. This decrease can be attributed to decreases in legal and professional fees, as well as decreases in marketing expenses at all four properties. General and administrative expenses increased $16,025 or 96% for the three months of 1996 as compared to the same period last year. The increase was due to costs incurred by the Partnership to defend class action litigation. General and administrative - affiliates expense decreased by $6,426 or 10% for the three months of 1996 as compared to the same period last year due to the reduction of overhead expenses allocable to the Partnership. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership's primary source of cash flows is from operating activities which generated $553,036 of cash in the first three months of 1996 as compared to $483,645 for the same period in 1995. The increase in cash provided by operating activities in 1996 was mainly the result of an increase in cash received from tenants and a decrease in mortgage interest paid due to the payoff of the Cedar Run mortgage. The Partnership expended $144,350 and $102,031 for capital improvements to its properties in the first three months of 1996 and 1995, respectively. During the first three months of 1996, the Partnership paid distributions of $499,991 to the limited partners. The principle payments on the mortgage notes payable declined slightly in 1996 as a result of the pay off of the mortgage notes on Cedar Run in December 1995. The were no payments of MID in 1996. Short-term liquidity: At March 31, 1996, the Partnership held cash and cash equivalents of $1,890,112, down $189,240 from the balance at December 31, 1995. This balance provides a comfortable level of working capital for the Partnership's operations. During 1996, operations of the Partnership's properties are expected to provide positive cash flow from operations. Management will perform routine repairs and maintenance on the properties to preserve and enhance their value in the market. In 1996, the Partnership has budgeted to spend approximately $510,000 on capital improvements, which are expected to be funded from operations of the 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. The Partnership has not received, nor is there any assurance that the Partnership will receive, any funds under the facility because no amounts will be reserved for any particular partnership. As of Mach 31, 1996, $2,662,819 remained available for borrowing under the facility; however, additional funds could become available as other partnerships repay borrowings. This commitment by the General Partner will terminate on October 11, 1996. Long-term liquidity: For the long term, property operations will remain the primary source of funds. While the present outlook for Partnership's liquidity is favorable, market conditions may change and property operations can deteriorate. In that event, the Partnership would require other sources of working capital. No such other sources have been identified, and the Partnership has no established lines of credit. Other possible actions to resolve working capital deficiencies include refinancing or renegotiating terms of existing loans, deferring major capital expenditures on Partnership properties except where improvements are expected to enhance the competitiveness or marketability of the properties, or arranging working capital support from affiliates. All or a combination of these steps may be inadequate or unfeasible in resolving such potential working capital deficiencies. No affiliate support has been required in the past, and there is no assurance that support would be provided in the future, since neither the General Partner nor any affiliates have any obligation in this regard in excess of the $5,000,000 revolving credit facility discussed above. Income allocations 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 three months ended March 31, 1996 and 1995, $34 and $131,052, respectively, was allocated to the General Partner. The limited partners received allocations of $(127,486) and $3,362 for the three months ended March 31, 1996 and 1995, respectively. During 1996, the limited partners received a cash distribution of $499,991. The distribution consisted of funds from operations A distribution of $129,131 for of the MID was accrued by the Partnership for the period ended March 31, 1996 for the General Partner. The General Partner will continue to monitor the cash reserves and working capital needs of the Partnership to determine when cash flow will support additional distributions to the limited partners. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 3.1 Amended and Restated Partnership Agreement dated October 11, 1991. (1) 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 102,836 and 102,846 limited partnership units outstanding in 1995 and 1994, respectively. 27. Financial Data Schedule for the quarter ended March 31, 1996. (1) Incorporated by reference to the Annual Report of Registrant, on Form 10-K for the period ended December 31, 1991, as filed on March 30, 1992. (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 XV, 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 XV, Ltd. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 14, 1996 By: /s/ Donald K. Reed - ------------------- ---------------------------------------- Date Donald K. Reed President and Chief Executive Officer May 14, 1996 By: /s/ Ron K. Taylor - ------------------- ---------------------------------------- Date Ron K. Taylor Acting Chief Financial Officer of McNeil Investors, Inc. May 14, 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 1,890,112 0 10,420 0 0 0 52,121,836 (20,933,129) 34,589,648 0 24,131,026 0 0 0 0 34,589,026 1,969,533 1,996,123 0 0 1,451,226 0 541,501 0 0 3,396 0 0 0 3,396 0 0
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