MCNEIL REAL ESTATE FUND X LTD
10-Q, 1995-05-12
OPERATORS OF NONRESIDENTIAL BUILDINGS
Previous: SPELLING ENTERTAINMENT GROUP INC, 8-B12B, 1995-05-12
Next: CORPORATE PROPERTY ASSOCIATES 2, 10-Q, 1995-05-12



                                                       
                                 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
                              ------------------------------------------

                                       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  0-9325




                        MCNEIL REAL ESTATE FUND X, LTD.
 -------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                                    94-2577781
 -------------------------------------------------------------------------
(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
                                      ---  ---



<PAGE>


                        MCNEIL REAL ESTATE FUND X, LTD.

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
<TABLE>
<CAPTION>

                                 BALANCE SHEETS
                                  (Unaudited)

                                                                            March 31,         December 31,
                                                                              1995                1994
                                                                          ------------        ------------
<S>                                                                       <C>                 <C>         
ASSETS

Real estate investments:
   Land.....................................................              $ 10,449,117        $ 10,449,117
   Buildings and improvements...............................                76,316,539          76,026,423
                                                                            ----------         -----------
                                                                            86,765,656          86,475,540
   Less:  Accumulated depreciation..........................               (50,272,623)        (49,450,647)
                                                                           -----------         ----------- 
                                                                            36,493,033          37,024,893

Assets held for sale, net                                                    7,127,679           7,215,032

Cash and cash equivalents...................................                 1,295,461             574,589
Cash segregated for security deposits.......................                   390,427             411,045
Accounts receivable, net of allowance for doubtful
   accounts of $7,428.......................................                   496,767             490,391
Prepaid expenses and other assets...........................                   289,274             365,292
Escrow deposits.............................................                   965,546             990,453
Deferred borrowing costs, net of accumulated amorti-
   zation of $354,781 and $319,020 at March 31, 1995
   and December 31, 1994, respectively......................                 1,291,646           1,308,238
                                                                           -----------         -----------

                                                                          $ 48,349,833        $ 48,379,933
                                                                           ===========         ===========

LIABILITIES AND PARTNERS' DEFICIT

Mortgage notes payable, net.................................              $ 51,851,667        $ 52,078,850
Mortgage note payable - affiliates..........................                   800,000             800,000
Accounts payable............................................                   143,859             130,856
Accrued property taxes......................................                   779,162             573,451
Accrued interest............................................                   368,400             304,600
Accrued interest - affiliates...............................                     5,206               5,206
Other accrued expenses......................................                   305,896             307,295
Payable to affiliates - General Partner.....................                 1,614,626           1,172,267
Security deposits and deferred rental revenue...............                   435,146             449,682
                                                                           -----------         -----------
                                                                            56,303,962          55,822,207
                                                                           -----------         -----------

Partners' deficit:
   Limited partners - 135,200 limited partnership
     units authorized; 135,090 limited partnership
     unit outstanding.......................................                (4,102,260)         (3,872,434)
   General Partner..........................................                (3,851,869)         (3,569,840)
                                                                           -----------         ----------- 
                                                                            (7,954,129)         (7,442,274)

                                                                          $ 48,349,833        $ 48,379,933
                                                                           ===========         ===========
</TABLE>

The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                           March 31,
                                                                               ----------------------------- 
                                                                                   1995              1994
                                                                               ----------         ----------
<S>                                                                            <C>                <C>       
Revenue:
   Rental revenue...................................                           $4,367,665         $4,169,281
   Interest.........................................                               29,340             14,776
                                                                                ---------          ---------
     Total revenue..................................                            4,397,005          4,184,057
                                                                                ---------          ---------

Expenses:
   Interest.........................................                            1,305,349          1,353,346
   Interest - affiliates............................                               17,797                  -
   Depreciation and amortization....................                              932,091            891,615
   Property taxes...................................                              288,646            298,974
   Personnel expenses...............................                              556,778            499,980
   Utilities........................................                              369,877            402,808
   Repair and maintenance...........................                              479,788            577,883
   Property management fees - affiliates............                              219,317            204,781
   Other property operating expenses................                              267,351            249,101
   General and administrative.......................                               35,169             30,647
   General and administrative - affiliates..........                              166,764            151,922
                                                                                ---------          ---------
     Total expenses.................................                            4,638,927          4,661,057
                                                                                ---------          ---------

Net loss............................................                           $ (241,922)        $ (477,000)
                                                                                =========          ========= 

Net loss allocated to limited partners..............                           $ (229,826)        $ (453,150)
Net loss allocated to General Partner...............                              (12,096)           (23,850)
                                                                                ---------          --------- 

Net loss............................................                           $ (241,922)        $ (477,000)
                                                                                =========          ========= 

Net loss per limited partnership unit...............                           $    (1.70)        $    (3.35)
                                                                                =========          ========= 

</TABLE>



















The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND X, LTD.

                        STATEMENTS OF PARTNERS' DEFICIT
                                  (Unaudited)

               For the Three Months Ended March 31, 1995 and 1994


<TABLE>
<CAPTION>
                                                                                                   
                                                                                                   Total
                                                       General                 Limited             Partners'
                                                       Partner                 Partners            Deficit
                                                    ------------            ------------          ------------
<S>                                                 <C>                     <C>                   <C>         
Balance at December 31, 1993..............          $(3,134,201)            $(2,765,906)          $(5,900,107)

Net loss..................................              (23,850)               (453,150)             (477,000)

Contingent Management Incentive
   Distribution...........................              (39,904)                      -               (39,904)
                                                     ----------              ----------            ---------- 

Balance at March 31, 1994.................          $(3,197,955)            $(3,219,056)          $(6,417,011)
                                                     ==========              ==========            ========== 


Balance at December 31, 1994..............          $(3,569,840)            $(3,872,434)          $(7,442,274)

Net loss..................................              (12,096)               (229,826)             (241,922)

Contingent Management Incentive
   Distribution...........................             (269,933)                      -              (269,933)
                                                     ----------              ----------            ---------- 
Balance at March 31, 1995.................          $(3,851,869)            $(4,102,260)          $(7,954,129)
                                                     ==========              ==========            ========== 

</TABLE>
























The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                                     March 31,
                                                                       -----------------------------------
                                                                           1995                    1994
                                                                       -----------             -----------
<S>                                                                    <C>                     <C>        
Cash flows from operating activities:
   Cash received from tenants........................                  $ 4,366,891             $ 4,044,813
   Cash paid to suppliers............................                   (1,628,773)             (1,813,911)
   Cash paid to affiliates...........................                     (231,452)               (355,591)
   Interest received.................................                       29,340                  14,776
   Interest paid.....................................                   (1,159,085)             (1,443,522)
   Deferred borrowing costs paid.....................                      (19,169)                      -
   Property taxes paid and escrowed..................                      (50,116)               (253,525)
                                                                        ----------              ---------- 
Net cash provided by operating activities............                    1,307,636                 193,040
                                                                        ----------              ----------

Cash flows from investing activities:
   Additions to real estate investments..............                     (312,878)               (101,107)
                                                                        ----------              ---------- 

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (273,886)               (300,036)
                                                                        ----------              ---------- 

Net increase (decrease) in cash and
   cash equivalents..................................                      720,872                (208,103)

Cash and cash equivalents at beginning of
   period............................................                      574,589               1,477,278
                                                                        ----------              ----------

Cash and cash equivalents at end of period...........                  $ 1,295,461             $ 1,269,175
                                                                        ==========              ==========
</TABLE>





















The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

    Reconciliation of Net Loss to Net Cash Provided By Operating Activities

<TABLE>
<CAPTION>


                                                                                 Three Months Ended
                                                                                      March 31,
                                                                         ----------------------------------
                                                                            1995                    1994
                                                                         ----------              ----------
<S>                                                                      <C>                     <C>       
Net loss.............................................                   $ (241,922)              $(477,000)
                                                                         ---------                -------- 

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization.....................                      932,091                 891,615
   Amortization of discounts on mortgage
     notes payable...................................                       46,703                  46,410
   Amortization of deferred borrowing costs..........                       35,761                  34,875
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       20,618                 (33,941)
     Accounts receivable.............................                       (6,376)                (79,726)
     Prepaid expenses and other assets...............                       76,018                  44,504
     Escrow deposits.................................                       24,907                (141,201)
     Deferred borrowing costs........................                      (19,169)                      -
     Accounts payable................................                       13,003                (119,158)
     Accrued property taxes..........................                      205,711                 283,969
     Accrued interest................................                       63,800                (171,461)
     Other accrued expenses..........................                       (1,399)                (90,876)
     Payable to affiliates - General Partner.........                      172,426                   1,111
     Security deposits and deferred rental
       revenue.......................................                      (14,536)                  3,919
                                                                         ---------                --------

       Total adjustments.............................                    1,549,558                 670,040
                                                                         ---------                --------

Net cash provided by operating activities............                   $1,307,636               $ 193,040
                                                                         =========                ========
</TABLE>



















The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        McNEIL REAL ESTATE FUND X, LTD.

                         Notes to Financial Statements
                                  (Unaudited)

                                 March 31, 1995


NOTE 1.
- -------

McNeil  Real  Estate  Fund X,  Ltd.  ("Partnership")  is a  limited  partnership
organized  under the laws of the State of California to invest in real property.
The  general  partner of the  Partnership  is McNeil  Partners,  L.P.  ("General
Partner"),  a Delaware limited partnership affiliated with Robert A. McNeil. The
Partnership  is  governed  by an  agreement  of  limited  partnership  ("Amended
Partnership Agreement") that was adopted October 9, 1991. 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 X, Ltd.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
- -------

Certain prior period amounts within the accompanying  financial  statements have
been reclassified to conform with current year presentation.

NOTE 4.
- -------

The  Partnership  pays property  management fees equal to 5% of the 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 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.

Under the 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. 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 assets. Prior to July
1, 1993,  the MID  consisted of two  components:  (i) a fixed  portion which was
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 was equal to
up to 75% of the maximum MID (the "Contingent  MID"). The maximum MID percentage
decreases subsequent to 1999.

The General Partner amended the Amended Partnership Agreement as a settlement to
a class action complaint.  This amendment eliminated the Fixed MID and makes the
entire  MID  payable  to the  extent  of the  Entitlement  Amount.  In all other
respects,  the  calculation  and payment of the MID will  remain the same.  This
modified MID became effective July 1, 1993.

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) 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 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 to the General Partner.

Compensation,  reimbursements  and  distributions  paid  to or  accrued  for the
benefit of the General Partner and its affiliates are as follows:

<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                              March 31,
                                                                  -------------------------------
                                                                    1995                   1994
                                                                  --------               --------

<S>                                                               <C>                    <C>     
Property management fees - affiliates................             $219,317               $204,781
Charged to general and administrative - affiliates:
   Partnership administration........................              166,764                151,922
                                                                   -------                -------

                                                                  $386,081               $356,703
                                                                   =======                =======

Charged to General Partner's deficit:
   Contingent Management Incentive
     Distribution....................................             $269,933               $ 39,904
                                                                   =======                =======
</TABLE>

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,  $69,234
in cash, and common and preferred stock in the reorganized  Southmark  currently
valued at  approximately  $22,405,  which amounts  represent  the  Partnership's
pro-rata share of Southmark assets available for Class 8 Claimants.



<PAGE>


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 a
portfolio  of  income-producing   real  properties.   At  March  31,  1995,  the
Partnership  owned eight  apartment  properties,  one office  building  and four
shopping centers.  All of the  Partnership's  properties are subject to mortgage
notes.

Two of the  Partnership's  properties,  The Courts Apartments and Parkway Plaza,
are  being  marketed  for  sale.  There has been  some  interest  in The  Courts
Apartments among potential buyers.  Preliminary expressions of interest indicate
the Partnership may be able to sell the property for approximately  $1.3 million
above the mortgage debt encumbering the property.  It appears that Parkway Plaza
may be  more  difficult  to sell  and  realize  an  amount  to meet  Partnership
objectives.

The General  Partner has elected to postpone  certain  payments to affiliates of
the General  Partner in an attempt to increase the  Partnership's  level of cash
reserves.  The postponed payments include the Management Incentive  Distribution
("MID")  and  reimbursable   administrative  costs.  These  payments  have  been
postponed  since the  beginning  of 1994,  and are  expected  to  continue to be
postponed through 1995.

RESULTS OF OPERATIONS
- ---------------------

The  Partnership  incurred  a  loss  of  $241,922  for  the  first  quarter,  an
improvement  over the $477,000  loss incurred by the  Partnership  for the first
quarter of 1994.  The  Partnership  benefited  from a 5.1%  increase in revenues
while expenses decreased slightly.

Revenues:

Rental revenue increased  $198,384 or 4.8% in the first quarter of 1995 compared
to the first  quarter of 1994.  Nine of the  Partnership's  thirteen  properties
recorded increased rental revenue,  ranging from a 1.5% increase at Spanish Oaks
Apartments to a 12.8% increase at The Courts Apartments. Most of the increase in
rental revenue was accomplished  through a combination of increased rental rates
and improving occupancy. Rental revenue was unchanged at Cave Spring Corners and
Lakeview  Plaza.  A major tenant  vacated its space at La Plaza Office  Building
leading  to a 11.9%  decrease  in rental  revenue at the Las Vegas  property.  A
decrease in occupancy  also led to a 3.6% decrease in rental  revenue at Parkway
Plaza.

Interest  revenue  nearly  doubled in the first  quarter of 1995 compared to the
first  quarter  of  1994.  An  increased  level  of cash  reserves  invested  in
interest-bearing  accounts  was the  principal  factor  behind the  increase  in
interest revenue.

Expenses:

Partnership  expenses  decreased  $22,130  or .5% in the first  quarter  of 1995
compared  to the  first  quarter  of 1994.  Expenses  increased  at seven of the
Partnership's  properties in amounts ranging from 1.4% at The Courts  Apartments
to 7.8% at Cave Spring Corners. Expenses were unchanged at Coppermill Apartments
and Orchard Apartments.  Four of the Partnership's properties,  Iberia Plaza, La
Plaza Office Building, Quail Meadows Apartments and Spanish Oaks Apartments were
able to decrease their expenses by an average of 7.8%.  Major changes in expense
categories were  concentrated  in interest,  depreciation,  personnel  expenses,
utilities, and repair and maintenance.

Interest expense decreased $47,997 for the first quarter of 1995 compared to the
first quarter of 1994. The Partnership's new mortgage on Coppermill  Apartments,
despite a higher interest rate,  recorded  decreased  interest  expense due to a
lower principal balance.  Additionally, the Partnership paid off the second lien
on Iberia  Plaza  during the course of 1994,  resulting  in  decreased  interest
expense for that  property.  The  balance of the  Partnership's  mortgage  notes
recorded small decreases in interest expense due to the monthly  amortization of
the  principal  balances.  The  Partnership  also  incurred  $17,797 of interest
expense on a mortgage  obtained  from an affiliate  in August  1994,  secured by
Lakeview Plaza.

Depreciation  expense  increased  $40,476 or 4.5% for the first  quarter of 1995
compared to the first quarter of 1994. The increase in  depreciation  expense is
due  to  the  continuing   investment  of  Partnership  resources  into  capital
improvements.  For the twelve month period ended March 31, 1994, the Partnership
invested $2.36 million in capital  improvements.  These capital improvements are
generally being depreciated over lives ranging from five to ten years.

Personnel  expenses  increased  $56,798  or 11.4% for the first  quarter of 1995
compared to the first quarter of 1994.  The  Partnership  incurred  increases in
compensation  paid  to  on-site  personnel  at all  but  two of its  properties.
Personnel  expenses have  increased and are expected to continue to increase due
to the  Partnership's  effort  to  increase  occupancy  rates by the  continuous
refurbishment  of residential  units and upgrade of services offered to tenants.
Such improvements are partially  achieved through higher  maintenance  standards
that require additional personnel to implement.

Expenses for utilities  decreased  $32,931 or 8.2% in the first quarter compared
to the first quarter of 1994. Savings were attributable to milder winter weather
during the first quarter of 1995 compared to severe winter  weather  experienced
during the first quarter of 1994.

Repair and maintenance expenses decreased $98,095 or 17.0% for the first quarter
of 1995  compared  to the first  quarter of 1994.  Several of the  Partnership's
apartment  properties,   Briarwood  Apartments,  Orchard  Apartments,  Sandpiper
Apartments,  and Spanish Oaks  Apartments,  incurred  significant  non-recurring
expenditures  during  the  first  quarter  of 1994.  Additionally,  the  capital
improvements  placed in service  during the past year have  reduced  some of the
maintenance  expenditures  the Partnership  would otherwise have incurred during
the first quarter of 1995.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The  Partnership's  net loss for the first quarter was $241,922,  an improvement
from the  $477,000  loss  reported  for the  first  quarter  of 1994.  Cash flow
generated by operating  activities  showed a strong  improvement,  increasing to
$1,307,636 from $193,040. The increase in cash flow from operating activities is
remarkable in that both cash receipts increased as well as almost all categories
of operating cash expenditures decreased. These changes can be attributed to the
generally  improving  performance  of the  Partnership's  properties  and to the
General  Partner's  decision to postpone payment of reimbursable  administrative
costs and MID payments due to affiliates.

Short Term Liquidity:

Despite the large  amounts of funds  invested in capital  improvements  over the
past three years, the Partnership's properties still face challenges funding the
improvements  still needed. The Partnership has budgeted $2.7 million of capital
improvements for the Partnership's  properties  during 1995. In particular,  the
Partnership has identified two  properties,  Iberia Plaza Shopping Center and La
Plaza Office Building that will require approximately $1.5 million of capital or
tenant  improvements  during 1995. The  Partnership  recently signed a long-term
lease with a grocery  store  company to lease the anchor  tenant space at Iberia
Plaza. The lease obligates the Partnership to invest  approximately  $500,000 of
capital and tenant  improvements in the property.  Furthermore,  the two largest
tenants at La Plaza Office  Building are  vacating  their space during 1995.  To
make the building  attractive to other  tenants and to update the facility,  the
Partnership will need to invest  approximately $1 million into La Plaza. In both
cases,  the General Partner  believes that the increased value of the properties
after  the   improvements   are  made  will  provide  a  strong  return  on  the
Partnership's investment.

At March 31, 1995, the Partnership held cash reserves of $1,295,461, an increase
of $720,872  from the balance at the end of 1994.  Although the cash reserves of
the Partnership have increased significantly from depressed levels at the end of
1994,  additional steps need to be taken to improve the Partnership's  liquidity
in light  of the  need for  additional  capital  improvements  discussed  in the
preceding paragraph. These steps are discussed in the following paragraphs.

The General Partner has placed two of the Partnership's properties on the market
for sale,  The Courts  Apartments and Parkway Plaza  Shopping  Center.  Based on
analysis of the market, the General Partner believes that both properties can be
sold for amounts adequate to retire the related mortgage  indebtedness and still
provide  approximately  $1.5  million  of  cash  proceeds  to  the  Partnership.
Moreover,  the General Partner  anticipates that the  appreciation  potential of
both properties is limited,  while extensive  capital  improvement funds will be
required to maintain cash from operations at its current levels.

The  General  Partner  also  anticipates  that  refinancing  one or  more of the
Partnership's mortgage notes during 1995 will provide funds for the Partnership.
In this  regard,  the  General  Partner has already  commenced  the  refinancing
process for the Spanish Oaks  mortgage  note,  the  Partnership's  next maturing
mortgage  note. The maturity date of the Spanish Oaks mortgage note is in August
1995.  The  General   Partner   estimates  that  the   Partnership  may  realize
approximately  $650,000 from  refinancing  the Spanish Oaks mortgage  note.  The
Parkway Plaza  mortgage  note may be called by the lender  beginning in December
1995.  However,  the General Partner intends to resolve this contingent maturity
by selling Parkway Plaza.

As a further source of funds,  the  Partnership  may obtain  secondary  mortgage
financing from an affiliated  partnership  secured by La Plaza Office  Building.
Placing a second  lien on La Plaza  would  require  the  approval of the current
first lien  holder,  and must also comply with loan  criteria of the  affiliated
partnership.  Proceeds  from such a mortgage loan could range from $1 million to
$1.5  million,  if  approvals  are  obtained  from the first lien holder and the
affiliated partnership.

For the  balance  of 1995,  as in 1994,  the  General  Partner  intends to defer
collection of Contingent MID and reimbursements of administrative costs incurred
by affiliates of the General  Partner.  For the first quarter,  these  deferrals
postponed payments totaling $436,700 to the General Partner and its affiliates.

Long Term Liquidity:

For the long-term,  property operations will remain the primary source of funds.
In this  regard,  the General  Partner  expects that the $8.8 million of capital
improvements  made by the  Partnership  during the past  three  years will yield
improved cash flow from  property  operations  in the future.  Furthermore,  the
General Partner has budgeted $2.7 million of capital  improvements  for 1995. If
the  Partnership's  cash  position  deteriorates  due to  reverses  in  property
operations,  failure to sell  properties  currently held for sale, or failure to
obtain  refinancing  or  secondary  financing as  discussed  above,  the General
Partner may elect to defer  certain of the capital  improvements,  except  where
such improvements are expected to increase the  competitiveness or marketability
of the Partnership's properties.

The General Partner has established a revolving credit  facility,  not to exceed
$5,000,000  in  the  aggregate,  which  will  be  available  on  a  "first-come,
first-served"  basis to the  Partnership  and other  affiliated  partnerships if
certain  conditions are met.  Borrowings  under the facility may be used to fund
deferred maintenance,  refinancing  obligations and working capital needs. There
is no assurance  that the  Partnership  will receive any funds from the facility
because no amount 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
existing borrowings.

As a further  source of liquidity,  the General  Partner may, from time to time,
attempt  to sell  Partnership  properties  judged to be mature  considering  the
circumstances  of the market where the  properties  are located,  as well as the
Partnership's  need for liquidity.  However,  there can be no guarantee that the
Partnership will be able to sell any of its properties for an amount  sufficient
to retire the  related  mortgage  note and still  provide  cash  proceeds to the
Partnership,  or that such cash  proceeds  could be timed to  coincide  with the
liquidity needs of the Partnership. Currently, The Courts Apartments and Parkway
Plaza Shopping  Center are the only  Partnership  properties  being marketed for
sale.

Distributions:

With the exception of the MID,  distributions  to partners  have been  suspended
since 1986 as part of the General Partner's policy of maintaining  adequate cash
reserves.   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.  Payments of MID to the
General  Partner were  suspended at the  beginning of 1994;  it is not presently
anticipated that such payments will be resumed during 1995.



<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS
- -------     -----------------

The Partnership is not a party to, nor are any of the  Partnership's  properties
the subject of, any material  pending  legal  proceedings,  other than  ordinary
litigation routine to the Partnership's business.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -------  --------------------------------

(a)      Exhibits.

<TABLE>
<CAPTION>
         Exhibit
         Number                   Description
         -------                  -----------
         <S>                      <C>                                                                    
         4.                       Amended and  Restated  Partnership  Agreement,
                                  dated   October  9,  1991   (Incorporated   by
                                  reference to the Quarterly Report on Form 10-Q
                                  for the quarter ended March 31, 1991).

         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  135,090   limited
                                  partnership  units  outstanding  in  1995  and
                                  1994.

         27.                      Financial  Data Schedule  for the  year  ended
                                  December  31,  1994  and for the quarter ended
                                  March 31, 1995.
</TABLE>

         Registrant has omitted instruments with respect to long-term debt where
         the total amount of securities  authorized  thereunder  does not exceed
         10% of the total assets of the Registrant. Registrant agrees to furnish
         a copy of each such instruments to the Commission upon request.

(b)      Reports on Form 8-K.  There were no reports on  Form 8-K  filed  during
         the quarter ended March 31, 1995.



<PAGE>


                        McNEIL REAL ESTATE FUND X, 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:

<TABLE>
<CAPTION>


                                                   McNEIL REAL ESTATE FUND X, LTD.

                                                   By:  McNeil Partners, L.P., General Partner

                                                        By: McNeil Investors, Inc., General Partner

<S>                                                <C>


May 12, 1995                                       By:  /s/  Donald K. Reed
- -------------------------                               -------------------------------------------------
Date                                                    Donald K. Reed
                                                        President and Chief Executive Officer



May 12, 1995                                       By:  /s/  Robert C. Irvine
- -------------------------                               -------------------------------------------------
Date                                                    Robert C. Irvine
                                                        Chief Financial Officer of McNeil Investors, Inc.
                                                        Principal Financial Officer



May 12, 1995                                       By:  /s/  Brandon K. Flaming
- -------------------------                               -------------------------------------------------
Date                                                    Brandon K. Flaming
                                                        Chief Accounting Officer of McNeil Real Estate
                                                        Management, Inc.
</TABLE>












<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1995
<PERIOD-END>                               DEC-31-1994             MAR-31-1995
<CASH>                                         574,589               1,295,461
<SECURITIES>                                         0                       0
<RECEIVABLES>                                  497,819                 504,195
<ALLOWANCES>                                   (7,428)                 (7,428)
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                     0                       0
<PP&E>                                      86,475,540              86,765,656
<DEPRECIATION>                            (49,450,647)            (50,272,623)
<TOTAL-ASSETS>                              48,379,933              48,349,833
<CURRENT-LIABILITIES>                                0                       0
<BONDS>                                     52,878,850              52,651,667
<COMMON>                                             0                       0
                                0                       0
                                          0                       0
<OTHER-SE>                                 (7,442,274)             (7,954,129)
<TOTAL-LIABILITY-AND-EQUITY>                48,379,933              48,349,833
<SALES>                                     17,375,904               4,367,665
<TOTAL-REVENUES>                            17,428,487               4,397,005
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                            13,269,035               3,315,781
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                           5,359,356               1,323,146
<INCOME-PRETAX>                            (1,199,904)               (241,922)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                        (1,199,904)               (241,922)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                292,539                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 (907,365)               (241,922)
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission