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 September 30, 1997
-----------------------------------------------------
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 0-9783
--------
MCNEIL REAL ESTATE FUND XI, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2669577
- --------------------------------------------------------------------------------
(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
--- ---
<PAGE>
MCNEIL REAL ESTATE FUND XI, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---------------- ----------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 4,407,325 $ 4,572,654
Buildings and improvements............................... 47,002,048 50,600,784
-------------- --------------
51,409,373 55,173,438
Less: Accumulated depreciation.......................... (30,448,759) (32,181,184)
-------------- --------------
20,960,614 22,992,254
Assets held for sale........................................ 5,706,270 4,203,597
Cash and cash equivalents................................... 2,730,009 2,351,879
Cash segregated for security deposits....................... 402,607 403,949
Accounts receivable......................................... 38,836 204,542
Prepaid expenses and other assets........................... 127,175 256,151
Escrow deposits............................................. 1,131,819 662,003
Deferred borrowing costs (net of accumulated
amortization of $637,159 and $515,702 at
September 30, 1997 and December 31, 1996,
respectively)............................................ 1,396,319 1,517,778
-------------- --------------
$ 32,493,649 $ 32,592,153
============== ==============
LIABILITIES AND PARTNERS' DEFICIT
Mortgage notes payable, net................................. $ 36,326,333 $ 36,666,074
Mortgage note payable - affiliate........................... 2,588,971 2,588,971
Accounts payable............................................ - 52,886
Accrued interest............................................ 272,806 272,189
Accrued interest - affiliate................................ 20,889 23,239
Accrued expenses............................................ 931,869 455,857
Deferred gain - fire damage................................. 1,669 174,656
Payable to affiliates - General Partner..................... 1,920,073 2,558,338
Security deposits and deferred rental revenue............... 465,693 433,407
-------------- --------------
42,528,303 43,225,617
-------------- --------------
Partners' deficit:
Limited partners - 159,813 limited partnership units
authorized and outstanding at September 30, 1997
and December 31, 1996.................................. (4,107,870) (4,179,456)
General Partner.......................................... (5,926,784) (6,454,008)
-------------- --------------
(10,034,654) (10,633,464)
-------------- --------------
$ 32,493,649 $ 32,592,153
============== ==============
</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 XI, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 3,816,132 $ 3,728,509 $ 11,329,456 $ 11,057,876
Interest...................... 34,629 39,102 87,490 97,731
Gain on involuntary
conversion.................. - - 172,987 -
------------- ------------- ------------- -------------
Total revenue............... 3,850,761 3,767,611 11,589,933 11,155,607
------------- ------------- ------------- -------------
Expenses:
Interest...................... 882,605 947,022 2,655,158 2,856,971
Interest - affiliate mortgage. 62,543 - 183,418 -
Depreciation.................. 503,239 612,367 1,549,369 1,861,120
Property taxes................ 217,794 216,796 653,382 655,978
Personnel expenses............ 493,521 439,231 1,408,160 1,320,836
Utilities..................... 313,379 301,626 860,057 818,198
Repair and maintenance........ 459,527 514,782 1,513,633 1,489,725
Property management
fees - affiliates........... 189,258 184,227 563,127 548,619
Other property operating
expenses.................... 213,088 199,279 588,442 589,037
General and administrative.... 50,370 81,059 151,590 162,950
General and administrative -
affiliates.................. 65,752 75,804 197,761 269,655
------------- ------------- ------------- -------------
Total expenses.............. 3,451,076 3,572,193 10,324,097 10,573,089
------------- ------------- ------------- --------------
Net income....................... $ 399,685 $ 195,418 $ 1,265,836 $ 582,518
============= ============= ============= ==============
Net income allocable to
limited partners.............. $ 274,397 $ 68,817 $ 71,586 $ 518,355
Net income allocable
to General Partner............ 125,288 126,601 1,194,250 64,163
------------- ------------- ------------- --------------
Net income....................... $ 399,685 $ 195,418 $ 1,265,836 $ 582,518
============= ============= ============= ==============
Net income per limited
partnership unit.............. $ 1.72 $ .43 $ .45 $ 3.24
============= ============= ============= ==============
</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 XI, LTD.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Nine Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Deficit
--------------- --------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1995.............. $ (6,339,886) $ (4,983,492) $ (11,323,378)
Net income................................ 64,163 518,355 582,518
Management Incentive Distribution......... (650,861) - (650,861)
------------- ------------- -------------
Balance at September 30, 1996............. $ (6,926,584) $ (4,465,137) $ (11,391,721)
============= ============= =============
Balance at December 31, 1996.............. $ (6,454,008) $ (4,179,456) $ (10,633,464)
Net income................................ 1,194,250 71,586 1,265,836
Management Incentive Distribution......... (667,026) - (667,026)
------------- ------------- -------------
Balance at September 30, 1997............. $ (5,926,784) $ (4,107,870) $ (10,034,654)
============= ============= =============
</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 XI, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------------
1997 1996
------------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 11,357,484 $ 10,941,390
Cash paid to suppliers............................ (4,498,797) (4,324,633)
Cash paid to affiliates........................... (794,461) (1,127,238)
Interest received................................. 87,490 97,731
Interest paid..................................... (2,515,433) (2,756,487)
Interest paid - affiliates........................ (185,768) -
Property taxes paid............................... (595,862) (685,700)
----------------- --------------
Net cash provided by operating activities............ 2,854,653 2,145,063
----------------- --------------
Cash flow from investing activities:
Additions to real estate investments.............. (1,020,402) (1,209,618)
Insurance proceeds from fire...................... 172,987 -
----------------- --------------
Net cash used in investing activities................ (847,415) (1,209,618)
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (357,390) (357,164)
Management Incentive Distribution................. (1,271,718) (157,219)
----------------- --------------
Net cash used in financing activities................ (1,629,108) (514,383)
----------------- --------------
Net increase in cash and cash equivalents............ 378,130 421,062
Cash and cash equivalents at beginning of
period............................................ 2,351,879 2,030,544
----------------- --------------
Cash and cash equivalents at end of period........... $ 2,730,009 $ 2,451,606
================= ==============
</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 XI, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------
1997 1996
----------------- ----------------
<S> <C> <C>
Net income........................................... $ 1,265,836 $ 582,518
--------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation...................................... 1,549,369 1,861,120
Amortization of deferred borrowing costs.......... 121,459 89,864
Amortization of discounts on mortgage
notes payable................................... 17,649 13,339
Gain on involuntary conversion-................... (172,987) -
Changes in assets and liabilities:
Cash segregated for security deposits........... 1,342 (10,618)
Accounts receivable............................. (7,281) (232,873)
Prepaid expenses and other assets............... 128,976 135,736
Escrow deposits................................. (469,816) (377,659)
Accounts payable................................ (52,886) (46,090)
Accrued interest................................ 617 (2,719)
Accrued property taxes.......................... 523,093 450,228
Accrued interest-affiliates..................... (2,350) -
Accrued expenses................................ (47,081) (43,535)
Payable to affiliates - General Partner......... (33,573) (308,964)
Security deposits and deferred rental
revenue....................................... 32,286 34,716
--------------- --------------
Total adjustments............................. 1,588,817 1,562,545
--------------- --------------
Net cash provided by operating activities............ $ 2,854,653 $ 2,145,063
=============== ==============
</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 XI, LTD.
Notes to Financial Statements
(Unaudited)
September 30, 1997
NOTE 1.
- -------
McNeil Real Estate Fund XI, Ltd. (the "Partnership") was organized June 2, 1980
as a limited partnership 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 August 6, 1991 (the "Amended Partnership
Agreement"). The principal place of business for the Partnership and for 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 financial position and results of
operations of the Partnership. All adjustments were of a normal recurring
nature. However, the results of operations for the nine months ended September
30, 1997 are not necessarily indicative of the results to be expected for the
year ending December 31, 1997.
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, 1996, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XI, Ltd. c/o The Herman Group, 2121 San Jacinto St.,
26th Floor, Dallas, TX 75201.
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 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.
<PAGE>
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.
In November 1996, the Partnership obtained a loan from McNeil Real Estate Fund
XXVII, L.P., an affiliate of the General Partner, for $2,588,971. The note is
secured by Rock Creek Apartments and requires monthly interest-only payments
equal to the prime lending rate of Bank of America plus 1% with the principal
balance due November 25, 1999.
Compensation, reimbursements and distributions paid to or accrued for the
benefit of the General Partner and its affiliates are as follows:
Nine Months Ended
September 30,
----------------------
1997 1996
--------- ---------
Property management fees - affiliates................ $ 563,127 $ 548,619
Interest - affiliates................................ 183,418 -
Charged to general and administrative affiliates:
Partnership administration........................ 197,761 269,655
-------- --------
$ 944,306 $ 818,274
======== ========
Charged to General Partner's deficit:
MID............................................... $ 667,026 $ 650,861
======== ========
NOTE 4.
- -------
In 1996, the Partnership adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
This statement requires the cessation of depreciation on assets held for sale.
On August 1, 1997, the Partnership placed The Park on the market for sale and
accordingly ceased recording depreciation charges effective August 1, 1997.
<PAGE>
NOTE 5.
- -------
On January 8, 1996, 23,347 square feet of Knollwood Apartments was destroyed by
fire causing $856,654 in damages. The Partnership has received $681,998 in
insurance reimbursements as of December 31, 1996, to cover the cost to repair
Knollwood. In 1997, the property received an additional $172,987 in insurance
reimbursements. Insurance reimbursements received in excess of the basis of the
property damaged were recorded as a gain on involuntary conversion. The
Partnership recorded a gain of $172,987 in 1997.
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
September 30, 1997, the Partnership owned eight apartment properties, which are
all subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues increased by $83,150 and $434,326 for the three and nine
months ended September 30, 1997, respectively, as compared to the same period
last year. Rental revenue increased $271,580 or 3% for the nine months ended
September 30, 1997. Interest income decreased by $10,241 or 11% for the period
ended September 30, 1997. The Partnership also recognized a gain on involuntary
conversion of $172,987 as a result of a fire at Knollwood.
Rental revenue for the first nine months of 1997 was $11,329,456 as compared to
$11,057,876 for the same period in 1996. The increase in rental revenue is
primarily due to an increase in occupancy rates at Acacia Lakes along with
increases in the rental rates at Acacia Lakes, Knollwood, Sun Valley and Villa
Del Rio.
Expenses:
Total Partnership expenses decreased by $121,117 and $248,992 for the three and
nine months ended September 30, 1997, respectively, as compared to the same
period in 1996. Decreases in interest, depreciation and general and
administration - affiliates were offset by increases in personnel expenses,
utilities and repairs and maintenance.
Interest expense decreased by $201,813 or 7% for the nine months ended September
30, 1997 as compared to the same period last year. This decrease is due to the
payoff of The Village mortgage note in November 1996 and receiving a mortgage
loan from an affiliate.
Interest expense - affiliate increase by $183,418 due to the mortgage loan from
an affiliate in November 1996 on The Village. This loan accrues interest at a
rate of prime plus 1% and at September 30, 1997, the interest rate was 9.5%.
<PAGE>
Depreciation decreased by $311,751 or 17% for nine months ended September 30,
1997 as compared to the same period in 1996. This decrease is mainly due to Rock
Creek, which is currently classified as an asset held for sale, for which no
depreciation has been recognized since October 1, 1996. The Park was also
classified as an asset held for sale as of August 1, 1997, and no depreciation
has been since that date.
Personnel expense increased $87,324 or 7% for the first nine months of 1997 as
compared to the same period last year. This increase is primarily due to an
increase in employee insurance.
General and administrative expenses decreased $11,360 or 7% for the first nine
months of 1997 as compared to the same period last year. In 1996, the
Partnership incurred costs to evaluate and disseminate information regarding an
unsolicited tender offer. The decrease was partially offset by charges for
investor services, which beginning in 1997, are provided by a third party
vendor. In 1996, these costs were paid to an affiliate of the General Partner
and were included in general and administrative - affiliates.
General and administrative - affiliates expense decreased by $71,894 or 27% for
the first nine months of 1997 as compared to the same period last year due to
the reduction of overhead expenses allocable to the Partnership. Allocated
expenses decreased in part due to investor services being performed by an
unrelated third party in 1997, as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership generated $2,854,653 through operating activities for the period
ending September 30, 1997 as compared to $2,145,063 for the same period in 1996.
This increase is due to an increase in cash received from tenants and a
reduction in the cash paid to affiliates.
The Partnership funded $1,020,402 in additions to real estate investments for
the nine months ending September 30, 1997. All of the Partnership's properties
continued capital improvement projects to enhance the value of the properties so
they can remain competitive in the market. The Partnership also received
$172,987 in insurance proceeds due to a fire at Knollwood in January 1996.
Financing activities included principal payments on mortgage notes of $357,390
and MID payments of $1,271,718.
Short-term liquidity:
At September 30, 1997, the Partnership held cash and cash equivalents of
$2,730,009. The General Partner considers this level of cash reserves to be
adequate to meet the Partnership's operating needs. The Partnership resumed MID
payments during the third quarter of 1996 and will continue making MID payments
as long as the Partnership's properties continue to perform as projected. The
General Partner believes that anticipated operating results for 1997 will be
sufficient to fund the Partnership's budgeted $1.4 million in capital
improvements for 1997 and to repay the current portion of the Partnership's
mortgage notes.
<PAGE>
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 capital improvements made
by the Partnership during the past will yield improved cash flow from property
operations in the future. If the Partnership's cash position deteriorates, 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 Partnership has determined to begin orderly liquidation of all its assets.
Although there can be no assurance as to the timing of the liquidation due to
real estate market conditions, the general difficulty of disposing of real
estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to Unit holders by December 2001. In this regard, the
Partnerships has placed Rock Creek on the market for sale. The Partnership has
also placed The Park on the market for sale as of August 1, 1997.
Income allocation and distributions:
Terms of the Amended Partnership Agreement specify that income before
depreciation is allocated to the General Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner, respectively. Therefore, for the nine months ended
September 30, 1997 and 1996, $1,194,250 and $64,163, respectively, were
allocated to the General Partner. The limited partners received allocations of
$71,586 and $518,355 for the nine months ended September 30, 1997 and 1996,
respectively.
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 the limited partners 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 limited partners. A distribution of
$667,026 for the MID has been accrued by the Partnership for the nine month
period ending September 30, 1997 for the General Partner.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger,
Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil,
Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P., McNeil Real Estate Fund XXII, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII, L.P., et al. - Superior Court of
the State of California for the County of Los Angeles, Case No. BC133799 (Class
and Derivative Action Complaint).
<PAGE>
The action involves purported class and derivative actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the "Partnerships"). Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management, Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their fiduciary duties and certain obligations under the respective Amended
Partnership Agreement. Plaintiffs allege that Defendants have rendered such
Units highly illiquid and artificially depressed the prices that are available
for Units on the resale market. Plaintiffs also allege that Defendants engaged
in a course of conduct to prevent the acquisition of Units by an affiliate of
Carl Icahn by disseminating purportedly false, misleading and inadequate
information. Plaintiffs further allege that Defendants acted to advance their
own personal interests at the expense of the Partnerships' public unit holders
by failing to sell Partnership properties and failing to make distributions to
unitholders.
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs are suing for breach of fiduciary duty, breach of contract and an
accounting, alleging, among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive, that these fees should
be reduced retroactively and that the respective Amended Partnership Agreements
governing the Partnerships are invalid.
Defendants filed a demurrer to the consolidated and amended complaint and a
motion to strike on February 14, 1997, seeking to dismiss the consolidated and
amended complaint in all respects. A hearing on Defendant's demurrer and motion
to strike was held on May 5, 1997. The Court granted Defendants' demurrer,
dismissing the consolidated and amended complaint with leave to amend. On
October 31, 1997, the Plaintiffs filed a second consolidated and amended
complaint. Defendants intend to file a demurrer to the second consolidated and
amended complaint on or before December 1, 1997.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
4. Amended and Restated Limited Partnership
Agreement dated as of August 6, 1991.
(Incorporated by reference to the Quarterly
Report on Form 10-Q, for the quarter ended
June 30, 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
159,813 limited partnership units
outstanding in 1997 and 1996, respectively.
27. Financial Data Schedule for the quarter
ended September 30, 1997.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended September 30, 1997.
<PAGE>
McNEIL REAL ESTATE FUND XI, 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 XI, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
November 14, 1997 By: /s/ Ron K. Taylor
- ----------------- -------------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
November 14, 1997 By: /s/ Brandon K. Flaming
- ----------------- -------------------------------------------
Date Brandon K. Flaming
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,730,009
<SECURITIES> 0
<RECEIVABLES> 38,836
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 51,409,373
<DEPRECIATION> (30,448,759)
<TOTAL-ASSETS> 32,493,649
<CURRENT-LIABILITIES> 0
<BONDS> 36,326,333
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 32,493,649
<SALES> 11,329,456
<TOTAL-REVENUES> 11,589,933
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,485,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,838,576
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,265,836
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,265,836
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
