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, 1995
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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.
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(Exact name of registrant as specified in its charter)
California 94-2941516
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (214) 448-5800
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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
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MCNEIL REAL ESTATE FUND XV, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(Unaudited)
March 31, December 31,
1995 1994
----------- ------------
ASSETS
Real estate investments:
Land..................................................... $ 7,087,195 $ 7,087,195
Buildings and improvements............................... 43,823,497 43,721,466
---------- ----------
50,910,692 50,808,661
Less: Accumulated depreciation.......................... (18,949,859) (18,472,016)
----------- -----------
31,960,833 32,336,645
Cash and cash equivalents................................... 3,413,373 3,284,547
Cash segregated for security deposits....................... 262,795 244,994
Accounts receivable......................................... 14,899 11,488
Prepaid expenses and other assets........................... 58,134 85,623
Escrow deposits............................................. 356,319 278,490
Deferred borrowing costs (net of accumulated
amortization of $141,279 and $124,350 at
March 31, 1995 and December 31, 1994,
respectively)............................................ 771,455 788,384
---------- ----------
$36,837,808 $37,030,171
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Mortgage notes payable, net................................. $25,337,988 $25,443,252
Accounts payable............................................ 32,921 26,499
Accrued property taxes...................................... 247,686 212,148
Accrued expenses............................................ 107,416 79,404
Accrued interest............................................ 188,035 188,816
Payable to affiliates - General Partner..................... 44,131 56,915
Security deposits and deferred rental income................ 254,021 267,359
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26,212,198 26,274,393
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Partners' equity (deficit):
Limited partners - 120,000 limited partnership units
authorized; 102,836 and 102,846 limited partnership
units issued and outstanding at March 31, 1995
and December 31, 1994, respectively..................... 10,976,542 11,104,028
General Partner.......................................... (350,932) (348,250)
---------- ----------
10,625,610 10,755,778
---------- ----------
$36,837,808 $37,030,171
========== ==========
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,
-----------------------------
1995 1994
---------- ----------
Revenue:
Rental revenue................................... $1,907,133 $1,793,911
Interest......................................... 46,567 27,237
--------- ---------
Total revenue.................................. 1,953,700 1,821,148
--------- ---------
Expenses:
Interest......................................... 593,513 602,307
Depreciation and amortization.................... 477,843 464,949
Property taxes................................... 100,455 100,341
Personnel expenses............................... 228,187 208,745
Utilities........................................ 98,250 108,145
Repair and maintenance........................... 157,735 176,080
Property management fees - affiliates............ 96,495 91,587
Other property operating expenses................ 118,473 112,349
General and administrative....................... 16,740 22,010
General and administrative - affiliates.......... 62,443 59,590
--------- ---------
Total expenses................................. 1,950,134 1,946,103
--------- ---------
Net income (loss)................................... $ 3,566 $ (124,955)
========= =========
Net loss allocable to limited partners.............. $ (127,486) $ (210,306)
Net income allocable to General Partner............. 131,052 85,351
---------- ---------
Net income (loss)................................... $ 3,566 $ (124,955)
========== =========
Net loss per limited partnership unit............... $ (1.24) $ (2.04)
========== ========
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, 1995 and 1994
Total
General Limited Partners'
Partner Partners Equity
---------- ----------- ------------
Balance at December 31, 1993.............. $(331,992) $12,137,721 $ 11,805,729
Net income (loss)......................... 85,351 (210,306) (124,955)
Contingent Management Incentive
Distribution........................... (121,458) - (121,458)
-------- ---------- ----------
Balance at March 31, 1994................. $(368,099) $11,927,415 $11,559,316
======== ========== ==========
Balance at December 31, 1994.............. $(348,250) $11,104,028 $10,755,778
Net income (loss)......................... 131,052 (127,486) 3,566
Contingent Management Incentive
Distribution........................... (133,734) - (133,734)
-------- ---------- ----------
Balance at March 31, 1995................. $(350,932) $10,976,542 $10,625,610
======== ========== ==========
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,
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1995 1994
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Cash flows from operating activities:
Cash received from tenants........................ $1,878,015 $1,760,183
Cash paid to suppliers............................ (560,120) (617,601)
Cash paid to affiliates........................... (169,626) (153,761)
Interest received................................. 46,567 27,237
Interest paid..................................... (565,671) (574,715)
Property taxes paid............................... (145,520) (79,804)
--------- --------
Net cash provided by operating activities............ 483,645 361,539
--------- --------
Cash flows from investing activities:
Additions to real estate investments.............. (102,031) (86,894)
-------- -------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (116,958) (106,115)
Contingent Management Incentive
Distribution.................................... (135,830) (90,000)
-------- -------
Net cash used in financing activities................ (252,788) (196,115)
-------- --------
Net increase in cash and cash equivalents............ 128,826 78,530
Cash and cash equivalents at beginning of
period............................................ 3,284,547 3,610,676
--------- ---------
Cash and cash equivalents at end of period........... $3,413,373 $3,689,206
========= =========
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,
---------------------------------
1995 1994
--------- -----------
Net income (loss).................................... $ 3,566 $ (124,955)
-------- ---------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization..................... 477,843 464,949
Amortization of discounts on mortgage
notes payable................................... 11,694 11,745
Amortization of deferred borrowing costs.......... 16,929 16,564
Changes in assets and liabilities:
Cash segregated for security deposits........... (17,801) (28,943)
Accounts receivable............................. (3,411) (4,354)
Prepaid expenses and other assets............... 27,489 (743)
Escrow deposits................................. (77,829) (84,801)
Accounts payable................................ 6,422 36,084
Accrued property taxes.......................... 35,538 100,341
Accrued expenses................................ 28,012 (30,774)
Accrued interest................................ (781) (716)
Payable to affiliates - General Partner......... (10,688) (2,584)
Security deposits and deferred rental
income........................................ (13,338) 9,726
-------- ---------
Total adjustments............................. 480,079 486,494
-------- ---------
Net cash provided by operating activities............ $ 483,645 $ 361,539
======== =========
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, 1995
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, 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 XV, Ltd., c/o McNeil Real Estate Management, Inc.,
Investor Relations, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
- - - - - -------
Certain reclassifications have been made to prior period amounts to conform with
current year presentation.
NOTE 4.
- - - - - -------
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. Prior to July 1,
1993, the MID consists of two components: (i) the fixed portion which is payable
without respect to the net income of the Partnership and is equal to 25% of the
maximum MID (the "Fixed MID") and (ii) a contingent portion which is payable
only to the extent of the lesser of the Partnership's excess cash flow, as
defined, or net operating income (the "Entitlement Amount") and is equal to up
to 75% of the maximum MID (the "Contingent MID").
Effective July 1, 1993, the General Partner amended the Amended Partnership
Agreement as a settlement to a class action complaint. This amendment eliminates
the Fixed MID portion and makes the entire MID payable to the extent of the
Entitlement Amount. In all other respects the calculation and payment of the MID
remain the same.
Fixed MID was payable in limited partnership units ("Units") unless the
Entitlement Amount exceeded the amount necessary to pay the Contingent MID, in
which case, at the General Partner's option, the Fixed MID could have been paid
in cash to the extent of such excess.
Contingent MID will be paid to the extent of 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) 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 was distributed to the General Partner. The Fixed MID was
treated as a fee payable to the General Partner by the Partnership for services
rendered. 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,
-------------------------------
1995 1994
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Property management fees - affiliates................ $ 96,495 $ 91,587
Charged to general and administrative -
affiliates:
Partnership administration........................ 62,443 59,590
------- --------
$158,938 $151,177
======= =======
Charged to General Partner's deficit:
Contingent MID.................................... $133,734 $121,458
======= =======
NOTE 5.
- - - - - -------
The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark for damages relating to improper overcharges, breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.
An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April
14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in
May 1995 the Partnership received in full satisfaction of its claims, $26,655 in
cash, and common and preferred stock in the reorganized Southmark currently
valued at approximately $8,600, which amounts represent the Partnership's
pro-rata share of Southmark assets available for Class 8 Claimants.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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FINANCIAL CONDITION
- - - - - -------------------
The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing real properties. At March 31, 1995, the
Partnership owned four apartment properties, which are all subject to mortgage
notes.
RESULTS OF OPERATIONS
- - - - - ---------------------
Revenue:
Partnership revenues increased by $132,522 or 7% for the first three months of
1995 as compared to same period last year. Rental revenue for the first three
months of 1995 was $1,907,133 as compared to $1,793,911 for the same period in
1994. The increase of $113,222 or 6% in rental revenue is a result of a rental
rate increase at all of the four properties.
Interest income earned on cash and cash equivalent increased by $19,330 or 71%
due to larger average cash balances invested in interest-bearing accounts and an
increase in the interest rates.
Expenses:
Partnership expenses increased by $4,031 for the first three months of 1995
as compared to the same period last year.
Personnel expenses increased by $19,442 or 9% for the first three months of 1995
as compared to the same period in 1994 due to an increase in maintenance
employee hours at Mountain Shadows, and an increase in employee compensation at
all the properties.
Repairs and maintenance expense decreased $18,345 or 10% as compared to the same
period last year primarily due to reductions in equipment rental and cleaning
and decorating. Equipment rental decreased mainly at Mountain Shadows due to a
reduction in corporate unit leases where equipment is provided by the lease.
Cleaning and decorating decreased due to a reduction in contract painting and
supplies at Arrowhead and Woodcreek. Other factors involved in the decrease in
repairs and maintenance include a reduction in hallway cleaning expense, roof
repairs and landscaping.
General and administrative expenses for the three months ended March 31, 1995
decreased by $5,270 or 24%. This decrease is primarily due to a reduction in
legal fees incurred in 1993 for litigation related to Riverway V parking rights.
LIQUIDITY AND CAPITAL RESOURCES
- - - - - -------------------------------
The Partnership generated $483,645 through operating activities for the first
three months of 1995 as compared to $361,539 for the first three months of 1994.
The increase in 1995 was mainly due to an increase in the cash received from
tenants and the increase in interest received.
The Partnership expended $102,031 and $86,894 for capital improvements to its
properties in the first quarter of 1995 and 1994, respectively.
During the three months ended March 31, 1995, the Partnership expended $252,788
for principal payments on mortgage notes and the Contingent MID as compared to
$196,115 for the same period in 1994. This increase is primarily due the the
increase in the amount of the MID that was paid during the quarter of 1995.
Short Term liquidity:
At March 31, 1995, the Partnership held cash and cash equivalents of $3,413,373
up $128,826 from the balance at December 31, 1994. This balance provides a
comfortable level of working capital for the Partnership's operations.
During 1995, 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 1995, the Partnership has budgeted to spend approximately $1,122,000 on
capital improvements, which are expected to be funded from operations of the
properties.
In August and December 1995, the Partnership is faced with mortgage maturities
on Woodcreek totaling approximately $3.9 million. It is management's policy to
negotiate extensions of such maturities when possible or attempt to refinance
the mortgage note. Management will maintain current cash reserves until such
maturities are resolved.
Long Term liquidity:
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 March 31, 1995, $2,102,530 remained available for borrowing
under the facility; however, additional funds could become available as other
partnerships repay borrowings.
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.
Distributions:
During 1994 , the limited partners received a cash distribution of $499,993.
This distribution consisted of funds from the sale of Riverway V. A distribution
of $133,734 for the contingent portion of the MID was accrued by the Partnership
for the General Partner in March 31, 1995. In light of the 1995 mortgage
maturities, management does not anticipate making further distributions to the
limited partners in the foreseeable future. The General Partner will continue to
monitor the cash reserves and working capital needs of the Partnership to
determine when cash flow will support 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 year
ended December 31, 1994 and quarter ended
March 31, 1995.
(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, 1995.
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 11, 1995 By: /s/ Donald K. Reed
- - - - - -------------------- --------------------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
May 11, 1995 By: /s/ Robert C. Irvine
- - - - - -------------------- -------------------------------------------------
Date Robert C. Irvine
Chief Financial Officer of McNeil Investors, Inc.
Principal Financial Officer
May 11, 1995 By: /s/ Brandon K. Flaming
- - - - - -------------------- -------------------------------------------------
Date Brandon K. Flaming
Chief Accounting Officer of McNeil Real Estate
Management, Inc.