-----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, V5q6t1z/0AXvedY9gGwQs0fBkKYZfg6AseKIqTVrPWQuuyFFhGFPs8GMmejHW9z8 X1FK9200AJcjY/3ZJMVIbw== 0000751044-98-000004.txt : 19980515 0000751044-98-000004.hdr.sgml : 19980515 ACCESSION NUMBER: 0000751044-98-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 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: SEC FILE NUMBER: 000-14258 FILM NUMBER: 98619861 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 quarterly period ended March 31, 1998 ------------------------------------------- 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 600, 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 --- --- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MCNEIL REAL ESTATE FUND XV, LTD. BALANCE SHEETS (Unaudited)
March 31, December 31, 1998 1997 --------------- -------------- ASSETS - ------ Real estate investments: Land..................................................... $ 6,220,730 $ 6,220,730 Buildings and improvements............................... 41,461,740 41,433,896 -------------- ------------- 47,682,470 47,654,626 Less: Accumulated depreciation.......................... (22,603,408) (22,129,044) -------------- ------------- 25,079,062 25,525,582 Asset held for sale......................................... 3,403,186 3,400,316 Cash and cash equivalents................................... 1,076,487 1,118,379 Cash segregated for security deposits....................... 225,779 213,528 Accounts receivable......................................... 50,858 94,750 Prepaid expenses and other assets........................... 32,575 36,974 Escrow deposits............................................. 501,036 341,153 Deferred borrowing costs (net of accumulated amortization of $373,427 and $344,742 at March 31, 1998 and December 31, 1997, respectively)............................................ 635,905 664,590 -------------- ------------- $ 31,004,888 $ 31,395,272 ============== ============= LIABILITIES AND PARTNERS' EQUITY (DEFICIT) - ------------------------------------------ Mortgage notes payable, net................................. $ 23,373,791 $ 23,474,480 Accrued property taxes...................................... 291,214 175,741 Accrued expenses............................................ 110,662 120,757 Accrued interest............................................ 162,837 163,621 Payable to affiliates - General Partner..................... 433,550 249,503 Security deposits and deferred rental revenue............... 196,047 216,683 -------------- ------------- 24,568,101 24,400,785 -------------- ------------- Partners' equity (deficit): Limited partners - 120,000 limited partnership units authorized; 102,796 limited partnership units issued and outstanding at March 31, 1998 and December 31, 1997.. 7,135,201 7,555,525 General Partner.......................................... (698,414) (561,038) -------------- ------------- 6,436,787 6,994,487 -------------- ------------- $ 31,004,888 $ 31,395,272 ============== =============
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, --------------------------------- 1998 1997 -------------- -------------- Revenue: Rental revenue................................... $ 2,028,217 $ 1,949,655 Interest......................................... 26,442 17,109 ------------- ------------- Total revenue.................................. 2,054,659 1,966,764 ------------- ------------- Expenses: Interest......................................... 532,124 535,834 Depreciation and amortization.................... 474,364 517,239 Property taxes................................... 115,473 111,285 Personnel expenses............................... 237,200 243,240 Utilities........................................ 106,004 112,518 Repair and maintenance........................... 146,353 213,606 Property management fees - affiliates............ 101,452 101,259 Other property operating expenses................ 129,689 124,194 General and administrative....................... 85,711 39,796 General and administrative - affiliates.......... 45,805 37,526 ------------- ------------- Total expenses................................. 1,974,175 2,036,497 ------------- ------------- Net income (loss)................................... $ 80,484 $ (69,733) ============= ============= Net income (loss) allocable to limited partners..... $ 79,680 $ (185,317) Net income allocable to General Partner............. 804 115,584 ------------- ------------- Net income (loss)................................... $ 80,484 $ (69,733) ============= ============= Net income (loss) per limited partnership unit...... $ .78 $ (1.80) ============= ============= Distribution per limited partnership unit........... $ 4.86 $ 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, 1998 and 1997
Total General Limited Partners' Partner Partners Equity (Deficit) --------------- --------------- ---------------- Balance at December 31, 1996.............. $ (419,837) $ 8,812,479 $ 8,392,642 Net income (loss)......................... 115,584 (185,317) (69,733) Management Incentive Distribution......... (120,978) - (120,978) Distributions to limited partners......... - (500,004) (500,004) ------------- ------------- ------------- Balance at March 31, 1997................. $ (425,231) $ 8,127,158 $ 7,701,927 ============= ============= ============= Balance at December 31, 1997.............. $ (561,038) $ 7,555,525 $ 6,994,487 Net income................................ 804 79,680 80,484 Management Incentive Distribution......... (138,180) - (138,180) Distributions to limited partners......... - (500,004) (500,004) ------------- ------------- ------------- Balance at March 31, 1998................. $ (698,414) $ 7,135,201 $ 6,436,787 ============= ============= =============
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, ------------------------------------------- 1998 1997 ------------------- ---------------- Cash flows from operating activities: Cash received from tenants........................ $ 2,035,722 $ 1,858,537 Cash paid to suppliers............................ (746,714) (747,550) Cash paid to affiliates........................... (101,390) (130,424) Interest received................................. 26,442 17,109 Interest paid..................................... (490,083) (499,082) Property taxes paid............................... (120,322) (103,802) ------------------ -------------- Net cash provided by operating activities............ 603,655 394,788 ----------------- -------------- Cash flows from investing activities: Additions to real estate investments.............. (27,844) (27,961) Additions to asset held for sale.................. (2,870) - ----------------- -------------- Net cash used in investing activities................ (30,714) (27,961) ------------------ -------------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (114,829) (105,830) Management Incentive Distribution................. - (120,756) Distributions to limited partners................. (500,004) (500,004) ----------------- -------------- Net cash used in financing activities................ (614,833) (726,590) ----------------- -------------- Net decrease in cash and cash equivalents............ (41,892) (359,763) Cash and cash equivalents at beginning of period............................................ 1,118,379 1,362,812 ----------------- -------------- Cash and cash equivalents at end of period........... $ 1,076,487 $ 1,003,049 ================= ==============
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 (Loss) to Net Cash Provided by Operating Activities
Three Months Ended March 31, ----------------------------------------- 1998 1997 ---------------- ---------------- Net income (loss).................................... $ 80,484 $ (69,733) --------------- -------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation...................................... 474,364 517,239 Amortization of discounts on mortgage notes payable................................... 28,685 13,512 Amortization of deferred borrowing costs.......... 14,140 23,963 Changes in assets and liabilities: Cash segregated for security deposits........... (12,251) 14,581 Accounts receivable............................. 43,892 (121,771) Prepaid expenses and other assets............... 4,399 4,362 Escrow deposits................................. (159,883) (108,231) Accounts payable................................ - 26,579 Accrued property taxes.......................... 115,473 111,285 Accrued expenses................................ (10,095) (39,895) Accrued interest................................ (784) (723) Payable to affiliates - General Partner......... 45,867 8,361 Security deposits and deferred rental revenue....................................... (20,636) 15,259 --------------- -------------- Total adjustments............................. 523,171 464,521 --------------- -------------- Net cash provided by operating activities............ $ 603,655 $ 394,788 =============== ==============
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, 1998 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 600, 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, 1998 are not necessarily indicative of the results to be expected for the year ending December 31, 1998. 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, 1997, 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 Services, 13760 Noel Road, Suite 600, 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 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 ("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: Three Months Ended March 31, -------------------------- 1998 1997 ------------ ----------- Property management fees - affiliates.......... $ 101,452 $ 101,259 Charged to general and administrative - affiliates: Partnership administration.................. 45,805 37,526 ---------- ---------- $ 147,257 $ 138,785 ========== ========== Charged to General Partner's deficit: MID......................................... $ 138,180 $ 120,978 ========== ========== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership is engaged in real estate activities, including the ownership, operation and management of residential and other real estate related assets. At March 31, 1998, 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 $87,895 for the three months ended March 31, 1998 as compared to the same period last year. Rental revenue increased by $78,562 or 4% and interest income increased by $9,333 or 55% for the period ended March 31, 1998. Rental revenue for the first three months of 1998 was $2,028,217 as compared to $1,949,655 for the same period in 1997. The increase in rental revenue of $78,562 is due to an increase in occupancy rates at Woodcreek and Arrowhead. Expenses: Partnership expenses decreased by $62,322 or 3% for the three months ended March 31, 1998 as compared to the same period last year. A decrease in repairs and maintenance and depreciation was offset by an increase in general and administrative expense. Depreciation declined by $42,875 or 8% for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease is due to Cedar Run, which is currently classified as an asset held for sale, for which no depreciation has been recognized since August 1, 1997. Repairs and maintenance expense for the three months ended March 31, 1998 decreased by $67,253 or 31% compared to the same period in 1997. The decrease is due to the reduction in appliance and carpet replacement at the properties. This decrease is also due to a reduction in cleaning and decorating expense. General and administrative expenses increased $45,915 for the three months ended March 31, 1998 as compared to the same period last year. The increase was mainly due to costs incurred to explore alternatives to maximize the value of the Partnership (see Liquidity and Capital Resources). The increase was partially offset by decreases attributable to investor services. During 1997, charges for investor services were provided by a third party vendor. Beginning with 1998, these services are provided by affiliates of the General Partner. General and administrative-affiliate expenses increased $8,279 or 22% for the three months ended March 31, 1998 as compared to the same period of 1997. The increase is due to the change in investor services charges as discussed above. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership's primary source of cash flows is from operating activities which generated $603,655 of cash in the first three months of 1998 as compared to $394,788 for the same period in 1997. The increase in cash of $208,867 was mainly the result of an increase in cash received from tenants and an decrease in the cash paid to affiliates. The Partnership expended $30,714 and $27,961 for capital improvements to its properties in the first three months of 1998 and 1997, respectively. During the first three months of 1998, the Partnership paid $114,829 in principal payments on the mortgage notes and made distributions of $500,004 to the limited partners. Short-term liquidity: At March 31, 1998, the Partnership held cash and cash equivalents of $1,076,487, down $1,118,379 from the balance at December 31, 1997. This balance provides a comfortable level of working capital for the Partnership's operations. During 1998, 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 1998, the Partnership has budgeted to spend approximately $616,000 on capital improvements, which are expected to be funded from operations of the properties. Long-term liquidity: For the long-term, property operations will remain the primary source of funds. While the present outlook for the 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. Pursuant to the Partnership's previously announced liquidation plans, the Partnership has recently retained PaineWebber, Incorporated as its exclusive financial advisor to explore alternatives to maximize the value of the Partnership. The alternatives being considered by the Partnership include, without limitation, a transaction in which limited partnership interests in the Partnership are converted into cash. The General Partner of the Partnership or entities or persons affiliated with the General Partner will not be involved as a purchaser in any of the transactions contemplated above. Any transaction will be subject to certain conditions including (i) approval by the limited partners of the Partnership, and (ii) receipt of an opinion from an independent financial advisory firm as to the fairness of the consideration received by the Partnership pursuant to such transaction. Finally, there can be no assurance that any transaction will be consummated, or as to the terms thereof. 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 99:1 to the limited partners and the General Partner, respectively. Therefore, for the three months ended March 31, 1998 and 1997, $804 and $115,584, respectively, was allocated to the General Partner. The limited partners received net income (loss) allocations of $79,680 and $(185,317) for the three months ended March 31, 1998 and 1997, respectively. During 1998, the limited partners received a cash distribution of $500,004. The distribution consisted of funds from operations. A distribution of $138,180 for the MID was accrued by the Partnership for the period ended March 31, 1998 for the General Partner. 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 102,796 limited partnership units outstanding in 1998 and 1997, respectively. 27. Financial Data Schedule for the quarter ended March 31, 1998. (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, 1998. 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, 1998 By: /s/ Ron K. Taylor - ------------ ---------------------------------------- Date Ron K. Taylor President and Director of McNeil Investors, Inc. (Principal Financial Officer) May 14, 1998 By: /s/ Brandon K. Flaming - ------------ ---------------------------------------- Date Brandon K. Flaming Vice President of McNeil Investors, Inc. (Principal Accounting Officer) EX-27 2
5 3-MOS DEC-31-1998 MAR-31-1998 1,076,487 0 50,858 0 0 0 47,682,470 (22,603,408) 31,004,888 0 23,373,791 0 0 0 0 31,004,888 2,028,217 2,054,659 0 0 1,442,051 0 532,124 0 0 80,484 0 0 0 80,484 0 0
-----END PRIVACY-ENHANCED MESSAGE-----