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, 1996
-----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to_____________
Commission file number 0-10743
---------
MCNEIL REAL ESTATE FUND XII, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2717957
- --------------------------------------------------------------------------------
(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 (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 XII, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
--------------- --------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 6,079,334 $ 6,280,580
Buildings and improvements............................... 74,978,462 73,318,763
-------------- -------------
81,057,796 79,599,343
Less: Accumulated depreciation and amortization......... (43,198,569) (40,501,275)
-------------- --------------
37,859,227 39,098,068
Asset held for sale......................................... 3,430,081 3,164,323
Cash and cash equivalents................................... 1,424,211 5,791,363
Cash segregated for security deposits ...................... 310,062 316,665
Accounts receivable......................................... 334,513 206,847
Prepaid expenses and other assets........................... 170,441 149,212
Escrow deposits............................................. 1,826,903 1,459,480
Deferred borrowing costs, net of accumulated amorti-
zation of $593,294 and $476,661 at September 30,
1996 and December 31, 1995, respectively................. 1,845,941 1,926,908
-------------- -------------
$ 47,201,379 $ 52,112,866
============== =============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage notes payable, net................................. $ 58,973,477 $ 59,160,426
Accounts payable............................................ 85,615 86,164
Accrued expenses............................................ 122,598 146,379
Accrued interest............................................ 410,793 411,489
Accrued property taxes...................................... 997,262 935,318
Deferred gain - land condemnation........................... 297,754 -
Advance from Southmark...................................... 36,889 35,147
Advances from affiliates - General Partner.................. 28,843 1,474,968
Payable to affiliates - General Partner..................... 4,680,858 7,196,483
Security deposits and deferred rental revenue............... 591,422 515,676
-------------- -------------
66,225,511 69,962,050
-------------- -------------
Partners' deficit:
Limited partners - 240,000 limited partnership units
authorized; 229,828 and 229,980 limited partnership
units issued and outstanding at September 30,
1996 and December 31, 1995, respectively............... (9,086,129) (7,513,252)
General Partner.......................................... (9,938,003) (10,335,932)
-------------- -------------
(19,024,132) (17,849,184)
-------------- -------------
$ 47,201,379 $ 52,112,866
============== =============
</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 XII, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
1996 1995 1996 1995
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 4,228,818 $ 4,144,714 $ 12,510,833 $ 13,466,770
Interest...................... 33,541 47,465 178,629 104,625
Gain on disposition of
real estate................. - 1,164,231 - 3,427,513
Gain on legal settlement...... - - - 65,856
------------- ------------- ------------- -------------
Total revenue............... 4,262,359 5,356,410 12,689,462 17,064,764
------------- ------------- ------------- -------------
Expenses:
Interest...................... 1,305,014 1,247,512 3,897,787 4,696,851
Interest - affiliates......... 651 41,426 52,972 124,139
Depreciation and
amortization................ 906,536 920,480 2,697,294 3,059,738
Property taxes................ 321,067 350,240 883,799 1,024,026
Personnel expenses............ 503,874 551,899 1,428,688 1,666,178
Utilities..................... 322,545 277,300 1,095,444 1,051,646
Repair and maintenance........ 546,145 651,063 1,615,186 1,818,350
Property management
fees - affiliates........... 208,158 205,204 620,793 674,514
Other property operating
expenses.................... 272,718 313,216 793,989 918,037
General and administrative.... 32,656 16,845 130,610 86,270
General and administrative -
affiliates.................. 75,856 103,474 270,091 347,284
------------- ------------- ------------- -------------
Total expenses.............. 4,495,220 4,678,659 13,486,653 15,467,033
------------- ------------- ------------- -------------
Net income (loss) before
extraordinary item............ (232,861) 677,751 (797,191) 1,597,731
Extraordinary gain on
extinguishment of debt........ - - - 2,106,625
------------- ------------- ------------- -------------
Net income (loss)................ $ (232,861) $ 677,751 $ (797,191) $ 3,704,356
============= ============= ============= =============
Net income (loss) allocable
to limited partners........... $ (1,098,085) $ 643,864 $ (1,572,877) $ 3,519,138
Net income (loss) allocable
to General Partner............ 865,224 33,887 775,686 185,218
------------- ------------- ------------- -------------
Net income (loss)................ $ (232,861) $ 677,751 $ (797,191) $ 3,704,356
============= ============= ============= =============
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary item............ $ (4.78) $ 2.80 $ (6.84) $ 6.60
Extraordinary gain from
extinguishment of debt........ - - - 8.70
------------- ------------- ------------- -------------
Net income (loss) per limited
partnership unit.............. $ (4.78) $ 2.80 $ (6.84) $ 15.30
============= ============= ============= =============
</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 XII, LTD.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Deficit
---------------- ---------------- ----------------
<S> <C> <C> <C>
Balance at December 31, 1994.............. $ (9,447,549) $ (9,844,782) $ (19,292,331)
Net income................................ 185,218 3,519,138 3,704,356
Management Incentive Distribution......... (769,728) - (769,728)
------------- ------------- -------------
Balance at September 30, 1995............. $ (10,032,059) $ (6,325,644) $ (16,357,703)
============== ============= =============
Balance at December 31, 1995.............. $ (10,335,932) $ (7,513,252) $ (17,849,184)
Net loss.................................. 775,686 (1,572,877) (797,191)
Management Incentive Distribution......... (377,757) - (377,757)
------------- ------------- -------------
Balance at September 30, 1996............. $ (9,938,003) $ (9,086,129) $ (19,024,132)
============== ============= =============
</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 XII, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------------
1996 1995
------------------ ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 12,391,277 $ 13,514,491
Cash received from legal settlement............... - 65,856
Cash paid to suppliers............................ (4,658,985) (5,677,208)
Cash paid to affiliates........................... (2,873,715) (885,995)
Interest received................................. 178,629 104,625
Interest paid..................................... (3,780,108) (4,047,664)
Interest paid to affiliates....................... (79,757) -
Property taxes paid............................... (1,066,531) (1,012,936)
----------------- --------------
Net cash provided by operating activities............ 110,810 2,061,169
----------------- --------------
Cash flows from investing activities:
Additions to real estate investments.............. (1,925,457) (721,389)
Net proceeds from disposition of real estate...... - 45,000
----------------- --------------
Net cash used in investing activities................ (1,925,457) (676,389)
----------------- --------------
Cash flows from financing activities:
Proceeds from refinancing of mortgage
notes payable................................... - 334,062
Principal payments on mortgage notes
payable......................................... (186,949) (2,311,177)
Deferred borrowing costs paid..................... (35,665) (131,246)
Repayment of advances from affiliates -
General Partner................................. (1,419,340) -
Management Incentive Distribution................. (910,551) -
----------------- --------------
Net cash used in financing activities................ (2,552,505) (2,108,361)
----------------- --------------
Net decrease in cash and cash equivalents............ (4,367,152) (723,581)
Cash and cash equivalents at beginning of
period............................................ 5,791,363 3,313,765
----------------- --------------
Cash and cash equivalents at end of period........... $ 1,424,211 $ 2,590,184
================= ==============
</TABLE>
See discussion of noncash investing activities in Note 6.
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 XII, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income (Loss) to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------------------
1996 1995
----------------- ---------------
<S> <C> <C>
Net income (loss).................................... $ (797,191) $ 3,704,356
--------------- --------------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization..................... 2,697,294 3,059,738
Amortization of deferred borrowing costs.......... 116,633 136,303
Amortization of discounts on mortgage
notes payable................................... - 210,785
Net interest added on advances from
affiliates - General Partner.................... 940 124,139
Net interest added on advances from
Southmark....................................... 1,742 1,845
Extraordinary gain on extinguishment
of debt......................................... - (2,106,625)
Gain on disposition of real estate................ - (3,427,513)
Changes in assets and liabilities:
Cash segregated for security deposits........... 6,603 (5,805)
Accounts receivable............................. (127,666) 134,879
Prepaid expenses and other assets............... (21,230) (149,191)
Escrow deposits................................. 131,577 (138,271)
Accounts payable................................ (549) (35,092)
Accrued expenses................................ (23,781) 7,834
Accrued interest................................ (28,421) 300,254
Accrued property taxes.......................... 61,944 129,384
Payable to affiliates - General Partner......... (1,982,831) 135,803
Security deposits and deferred rental ..........
revenue....................................... 75,746 (21,654)
--------------- --------------
Total adjustments............................. 908,001 (1,643,187)
--------------- --------------
Net cash provided by operating activities............ $ 110,810 $ 2,061,169
=============== ==============
</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 XII, LTD.
Notes to Financial Statements
(Unaudited)
September 30, 1996
NOTE 1.
- -------
McNeil Real Estate Fund XII, Ltd. (the "Partnership") was organized February 2,
1981 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 September 6, 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 nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.
NOTE 2.
- -------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XII, Ltd. c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
Certain reclassifications have been made to prior period amounts to conform with
current period 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 choose to
provide leasing services for the Partnership's commercial properties, in which
case McREMI will receive a property management fee from such commercial
properties equal to 3% of the property's gross rental receipts plus 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.
<PAGE>
Affiliates of the General Partner have advanced funds to the Partnership to meet
working capital requirements. These advances accrue interest at a rate equal to
the prime lending rate plus 1%.
Under terms of the Amended Partnership Agreement, the Partnership is paying a
Management Incentive Distribution ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. The
maximum MID percentage decreases subsequent to 1999. Tangible asset value is
determined by using the greater of (i) an amount calculated by applying a
capitalization rate of 9% to the annualized net operating income of each
property or (ii) a value of $10,000 per apartment unit for residential property
and $50 per gross square foot for commercial property to arrive at the property
tangible asset value. The property tangible asset value is then added to the
book value of all other assets excluding intangible items.
MID will be paid to the extent of the lesser of the Partnership's excess cash
flow, as defined, or net operating income, as defined ("the Entitlement
Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay
the distribution in which event any unpaid portion not taken in limited
partnership ("Units") will be deferred and is payable, without interest, from
the first available cash and/or (ii) in Units. A maximum of 50% of the MID may
be paid in Units. The number of Units issued in payment of the MID is based on
the greater of $50 per Unit or the net tangible asset value, as defined, per
Unit.
Any amount of the MID that is paid to the General Partner in Units will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined, and accordingly is
treated as a distribution.
Compensation, reimbursements and distributions paid to or accrued for the
benefit of the General Partner and its affiliates are as follows:
Nine Months Ended
September 30,
-----------------------
1996 1995
---------- ----------
Charged to other assets:
Property management fees - affiliates................ $ 620,793 $ 674,514
Interest - affiliates................................ 52,972 124,139
Charged to general and administrative affiliates:
Partnership administration........................ 270,091 347,284
--------- ---------
$ 943,856 $1,145,937
========= =========
Charged to General Partner's deficit:
MID............................................... $ 377,757 $ 769,728
========= =========
NOTE 5.
- -------
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.
<PAGE>
NOTE 6.
- -------
On February 23, 1996, the Partnership was awarded $499,000 as payment for
condemnation of 6.45 acres, with a carrying value of $201,246, at Palisades at
the Galleria by Cobb County, Georgia. The county required the right-of-way to
this property for highway construction. The condemnation of this parcel will not
materially affect the operations of the property. The $499,000 is being held in
escrow by the mortgagee pending completion of construction adjacent to the
property. Upon receipt of the $499,000, the Partnership will recognize a gain of
$297,754.
NOTE 7.
- -------
On April 12, 1996, a fire destroyed or damaged 12 units at Millwood Park
Apartments. Preliminary estimates indicate the fire caused approximately
$650,000 of damage to the property. The Partnership expects its insurance
carrier to reimburse the Partnership for all damages incurred as a result of the
fire less a standard deductible.
NOTE 8.
- -------
On June 19, 1995 the Partnership sold its investment in Sundance to an
unaffiliated buyer for a cash sales price of $45,000 and assumption of the
first, second and third liens by the purchaser. Cash proceeds and the gain on
disposition are detailed below.
Gain on Sale Cash Proceeds
------------ -------------
Sales price....................................... $ 45,000 $ 45,000
Mortgages and accrued interest assumed by
purchaser...................................... 8,191,859
Basis of real estate sold......................... (5,973,567)
----------
Gain on disposition of real estate................ $ 2,263,292
==========
--------
Net cash proceeds................................. $ 45,000
========
Also related to the sale of Sundance, the Partnership recognized a $268,433 gain
on early extinguishment of debt related to the interest in net profits portion
of the debt.
<PAGE>
NOTE 9.
- -------
On July 27, 1995, the Partnership sold its investment in Lamar Plaza to an
unaffiliated buyer for assumption of the first and second liens by the
purchaser. The gain on disposition is detailed below:
Gain on Sale
------------
Mortgage and accrued interest by purchaser....... $ 4,195,215
Basis of real estate sold........................ (3,030,994)
-----------
Gain on disposition of real estate............... $ 1,164,221
===========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing properties. At September 30, 1996, the Partnership
owned six apartment properties and one shopping center. All of the Partnership's
properties are subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total Partnership revenues decreased by $4,375,302 or 26% for the nine months
ended September 30, 1996. Rental revenue decreased by $955,937 or 7% while
interest income increased by $74,004.
Rental revenue for the nine months ended September 30, 1996 was $12,510,833 as
compared to $13,466,770 for the same period last year. The decrease of $955,937
is due to the loss in rental revenue of $1,322,305 generated by Sundance and
Lamar Plaza, which were sold in June and July of 1995. This decrease was
partially offset by the increase in rental revenue at four of the remaining
Partnership's properties.
In 1995, the Partnership recognized a gain on disposition of real estate of
$3,427,513 as a result of the sale of Sundance and Lamar Plaza, as well as, a
gain on legal settlement of $65,857 as a result of the settlement with
Southmark. No such gains were recognized in 1996.
Expenses:
Partnership expenses decreased by $1,980,380 or 13% for the first nine months of
1996 as compared to the same period last year primarily due to the sale of
Sundance and Lamar Plaza in 1995. The effects from these transactions were
declines of $730,195 for interest, $354,739 for depreciation, $78,621 for
property taxes, $152,125 for personnel expenses, $68,501 for utilities, $149,184
for repair and maintenance, $66,672 for property management fees - affiliates,
and $96,274 other property operating expenses.
<PAGE>
In addition to the sale of Sundance and Lamar, other factors affected the level
of expenses reported by the remaining properties. Interest expense - affiliates
decreased by $71,167 or 57% and $40,775 or 98% for the nine and three months
ended September 30, 1996, respectively, due to the repayment of $235,145 in
advances in October 1995 and $1,419,339 in May 1996.
Property tax expense decreased by $61,606 or 7% for the nine months ended
September 30, 1996, while for the three month period ended September 30, 1996
property tax expense increased by $5,931 or 2% as compared to the same period
last year. The overall decrease is due to the successfully appeal of real estate
taxes at Palisades for the years 1990 through 1993, resulting in refunds of
$88,775 realized in the first quarter of 1996.
Utility expenses increased by $112,299 or 11% and $51,630 or 19% for the nine
and three months ended September 30, 1996, respectively. The increase is due to
an increase in gas and oil usage as a result of the harsh weather conditions in
1996.
General and administrative expenses increased $44,340 or 51% for the nine months
ended September 30, 1996 as compared to the same period last year. This increase
is due to legal and professional fees relating to the land condemnation at
Palisades and with the sale of Millwood Park.
General and administrative - affiliate expenses decreased $77,193 or 22% and
$27,618 or 27% for the nine and three months ended September 30, 1996,
respectively, as compared to the same period last year. This decrease is due to
a decrease in the percentage of the Partnership's portion of reimbursable costs.
All other remaining expense categories remained comparable to the same period
last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first nine months of 1996, the Partnership provided $110,810 in cash
from operations as compared to $2,061,169 in cash provided from operations in
1995. This decrease can be attributed to the reduction in cash received from
tenants as a result of the sales of Sundance and Lamar Plaza in 1995 and the
payment of $1.6 million in deferred payments to affiliates of the General
Partner.
The Partnership expended $1,925,457 and $721,389 for capital improvements to its
properties for the nine months ended September 30, 1996 and 1995, respectively.
The Partnership also received cash proceeds of $45,000 for the sale of Sundance
in 1995.
During the first nine months of 1996, the Partnership expended $2,552,505 for
financing activities as compared to $2,108,361 for the same period in 1995. The
principle payments on the mortgage notes payable declined in 1996 due to
$1,750,000 discounted payoff of the interest in net profits on Buccaneer
Village, in 1995. During 1996, the Partnership repaid $1,419,339 in advances and
made MID payments of $910,551. During 1995, the Partnership received cash
proceeds of $334,062 for the refinancing of Plaza Westlake.
<PAGE>
Short-term liquidity:
At September 30, 1996, the Partnership held cash and cash equivalents of
$1,424,211. The General Partner considers this level of cash reserves to be
adequate to meet the Partnership's operating needs in 1996. The General Partner
believes that anticipated operating results for 1996 will be sufficient to fund
the Partnership's budgeted $2 million in capital improvements for 1996 and to
repay the current portion of the Partnership's mortgage notes. On October 3,
1996, the Partnership sold Millwood Park Apartments receiving approximately $1.3
million in net proceeds. These funds will be used to pay additional MID due to
the General Partner.
Long-term liquidity:
The Partnership's working capital needs have been supported by advances from
affiliates during the past several years. Some of that support was provided on a
short-term basis to meet monthly operating requirements, with repayment
occurring as funds became available; other advances were longer term in nature
due to lack of funds for repayment. Additionally, the General Partner has
allowed the Partnership to defer payment of MID and reimbursements until such
time as the Partnership 's cash reserves allow payments. During 1996, the
Partnership has begun to make repayments to the General Partner for advances and
has paid the accrued reimbursements. The Partnership will continue to make such
payments as is allowed by cash reserves and cash flows of the Partnership.
However, the Partnership will not be able to repay the General Partner all
payables outstanding in the foreseeable future. The General Partner will
continue to defer the unpaid sums until the Partnership's cash reserves allow
such payments.
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.
As an additional source of liquidity, the General Partner may 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. In this regard, the Partnership placed Millwood Park on the market
and on January 22, 1996, the Partnership executed a purchase agreement with an
unaffiliated third party to purchase Millwood Park Apartments. On October 3,
1996, the Partnership sold Millwood Park for net proceeds of approximately $1.3
million.
<PAGE>
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, 1996 and 1995, $775,686 and $185,218, respectively, were allocated
to the General Partner. The limited partners received allocations of net income
(loss) of $(1,572,877) and $3,519,138 for the nine months ended September 30,
1996 and 1995, 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
$377,757 for the MID has been accrued by the Partnership for the period ended
September 30, 1996 for the General Partner.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
3.3 Amended and Restated Partnership Agreement,
dated September 6, 1991 (Incorporated by
reference to the Quarterly Report on Form
10-Q for the quarter ended September 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
229,828 and 229,980 limited partnership
units outstanding in 1996 and 1995.
27. Financial Data Schedule for the quarter
ended September 30, 1996.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
quarter ended September 30, 1996.
<PAGE>
McNEIL REAL ESTATE FUND XII, 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 XII, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
November 14, 1996 By: /s/ Donald K. Reed
- ----------------- ----------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
November 14, 1996 By: /s/ Ron K. Taylor
- ----------------- ----------------------------------------
Date Ron K. Taylor
Acting Chief Financial Officer of McNeil
Investors, Inc.
November 14, 1996 By: /s/ Brandon K. Flaming
- ----------------- ----------------------------------------
Date Brandon K. Flaming
Chief Accounting Officer of McNeil
Real Estate Management, Inc.
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0
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