UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
------------------------------------------
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 0-14007
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MCNEIL REAL ESTATE FUND XX, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0050225
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(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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
MCNEIL REAL ESTATE FUND XX, L.P.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
ASSETS
- ------
Real estate investment:
<S> <C> <C>
Land .................................................... $ 392,000 $ 392,000
Buildings and improvements .............................. 4,059,990 3,981,407
----------- -----------
4,451,990 4,373,407
Less: Accumulated depreciation ......................... (1,696,013) (1,525,208)
----------- -----------
2,755,977 2,848,199
Cash and cash equivalents .................................. 1,710,453 3,070,785
Cash segregated for security deposits ...................... 34,066 28,773
Accounts receivable ........................................ 5,602 6,603
Escrow deposits ............................................ 134,336 180,267
Deferred borrowing costs, net of accumulated
amortization of $88,882 and $76,154 at
September 30, 1999 and December 31, 1998,
respectively ............................................ 72,612 85,340
Prepaid expenses and other assets .......................... 10,174 5,500
----------- -----------
$ 4,723,220 $ 6,225,467
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage note payable, net ................................. $ 2,570,101 $ 2,613,312
Accounts payable and other accrued expenses ................ 60,559 52,848
Accrued property taxes ..................................... 107,194 142,490
Payable to affiliates ...................................... 368,695 376,849
Security deposits and deferred rental revenue .............. 35,563 27,702
----------- -----------
3,142,112 3,213,201
----------- -----------
Partners' equity (deficit):
Limited partners - 60,000 limited partnership
units authorized; 49,512 limited partnership
units issued and outstanding at September 30,
1999 and December 31, 1998 ............................ 1,864,297 3,296,145
General Partner ......................................... (283,189) (283,879)
----------- -----------
1,581,108 3,012,266
----------- -----------
$ 4,723,220 $ 6,225,467
=========== ===========
</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 XX, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue ................. $ 350,079 $ 320,966 $ 998,464 $ 967,846
Interest income on mortgage
loan investments .............. -- 42,092 -- 180,872
Interest income on mortgage
loan investments - affiliate .. -- -- -- 108,214
Other interest income .......... 18,518 93,607 70,672 178,719
Gain on extinguishment of
mortgage loan investment ...... -- -- -- 1,025,833
---------- ---------- ---------- ----------
Total revenue ............... 368,597 456,665 1,069,136 2,461,484
---------- ---------- ---------- ----------
Expenses:
Interest ....................... 59,714 60,677 180,166 182,975
Depreciation ................... 56,919 57,626 170,805 176,863
Property taxes ................. 35,826 41,046 107,478 118,984
Personnel costs ................ 37,120 37,242 116,007 111,316
Utilities ...................... 17,125 23,175 56,928 63,350
Repairs and maintenance ........ 25,407 30,005 85,669 87,283
Property management
fees - affiliates ............. 16,376 15,944 48,131 45,976
Other property operating
expenses ...................... 14,493 20,835 44,717 57,127
General and administrative ..... 16,840 39,384 54,874 202,584
General and administrative -
affiliates .................... 47,717 30,412 135,318 161,538
---------- ---------- ---------- ----------
Total expenses .............. 327,537 356,346 1,000,093 1,207,996
---------- ---------- ---------- ----------
Net income ........................ $ 41,060 $ 100,319 $ 69,043 $1,253,488
========== ========== ========== ==========
Net income allocable
to limited partners ............ $ 40,650 $ 99,316 $ 68,353 $1,240,953
Net income allocable
to General Partner ............. 410 1,003 690 12,535
---------- ---------- ---------- ----------
Net income ........................ $ 41,060 $ 100,319 $ 69,043 $1,253,488
========== ========== ========== ==========
Net income per limited
partnership unit ............... $ .82 $ 2.00 $ 1.38 $ 25.06
========== ========== ========== ==========
Distributions per limited
partnership unit ............... $ -- $ 116.14 $ 30.30 $ 146.08
========== ========== ========== ==========
</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 XX, L.P.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Nine Months Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity (Deficit)
------------ ------------ ----------------
<S> <C> <C> <C>
Balance at December 31, 1997 ............. $ (296,465) $ 9,282,684 $ 8,986,219
Net income ............................... 12,535 1,240,953 1,253,488
Distributions to limited partners ........ -- (7,232,590) (7,232,590)
----------- ----------- -----------
Balance at September 30, 1998 ............ $ (283,930) $ 3,291,047 $ 3,007,117
=========== =========== ===========
Balance at December 31, 1998 ............. $ (283,879) $ 3,296,145 $ 3,012,266
Net income ............................... 690 68,353 69,043
Distributions to limited partners......... -- (1,500,201) (1,500,201)
----------- ----------- -----------
Balance at September 30, 1999 ............ $ (283,189) $ 1,864,297 $ 1,581,108
=========== =========== ===========
</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 XX, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------
1999 1998
------------ ------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants ..................... $ 1,006,266 $ 1,006,444
Cash paid to suppliers ......................... (344,016) (539,235)
Cash paid to affiliates ........................ (191,603) (91,780)
Interest received .............................. 70,672 375,076
Interest received from affiliate ............... -- 184,958
Interest paid .................................. (161,079) (165,000)
Property taxes paid ............................ (284) (280)
Property taxes escrowed ........................ (111,595) (115,800)
----------- -----------
Net cash provided by operating activities ......... 268,361 654,383
----------- -----------
Cash flows from investing activities:
Additions to real estate investment ............ (78,583) (47,877)
Collection of principal on mortgage loan
investments .................................. -- 53,364
Proceeds from payoff of mortgage loan
investment ................................... -- 4,241,181
Collection of principal on mortgage loan
investments - affiliate ...................... -- 9,126
Proceeds from payoff of mortgage loan
investments - affiliate ...................... -- 3,570,896
----------- -----------
Net cash provided by (used in) investing
activities .................................. (78,583) 7,826,690
----------- -----------
Cash flows from financing activities:
Principal payments on mortgage note payable .... (49,909) (46,017)
Distributions to limited partners .............. (1,500,201) (7,232,590)
----------- -----------
Net cash used in financing activities ............. (1,550,110) (7,278,607)
----------- -----------
Net increase (decrease) in cash and cash
equivalents .................................... (1,360,332) 1,202,466
Cash and cash equivalents at beginning of
period ......................................... 3,070,785 1,824,293
----------- -----------
Cash and cash equivalents at end of period ........ $ 1,710,453 $ 3,026,759
=========== ===========
</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 XX, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------
1999 1998
------------ -----------
<S> <C> <C>
Net income ........................................... $ 69,043 $ 1,253,488
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ...................................... 170,805 176,863
Amortization of deferred borrowing costs .......... 12,728 11,949
Amortization of discount on mortgage note
payable ......................................... 6,698 6,366
Gain on extinguishment of mortgage loan
investment ...................................... -- (1,025,833)
Changes in assets and liabilities:
Cash segregated for security deposits ........... (5,293) 1,914
Accounts receivable ............................. 1,001 134,062
Escrow deposits ................................. 45,931 24,207
Prepaid expenses and other assets ............... (4,674) --
Accounts payable and other accrued
expenses ...................................... 7,711 (18,694)
Accrued property taxes .......................... (35,296) (18,065)
Payable to affiliates ........................... (8,154) 115,734
Deferred revenue ................................ -- (7,175)
Security deposits and deferred rental
revenue ....................................... 7,861 (433)
----------- -----------
Total adjustments ............................. 199,318 (599,105)
----------- -----------
Net cash provided by operating activities ............ $ 268,361 $ 654,383
=========== ===========
</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 XX, L.P.
Notes to Financial Statements
(Unaudited)
September 30, 1999
NOTE 1.
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McNeil Real Estate Fund XX, L.P. (the "Partnership"), formerly known as
Southmark Income Investors, Ltd., was organized on July 19, 1984 as a limited
partnership under the provisions of the California Revised 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 ("McNeil"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, 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, 1999
are not necessarily indicative of the results to be expected for the year ending
December 31, 1999.
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, 1998, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XX, L.P., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
The Partnership pays property management fees equal to 5% of the gross rental
receipts for its properties to McNeil Real Estate Management, Inc. ("McREMI"),
an affiliate of the General Partner, for providing property management services.
Under the terms of its partnership agreement, the Partnership pays a disposition
fee to an affiliate of the General Partner equal up to 3% of the gross sales
price for brokerage services performed in connection with the sale of the
Partnership's properties, provided, however, that in no event shall all real
estate commissions (including the disposition fee) paid to all persons exceed
the amount customarily charged in similar arms-length transactions. The fee is
due and payable at the time the sale closes. The Partnership incurred $124,500
of such fees during 1997 in connection with the sale of 1130 Sacramento
Condominiums. This amount represents 2.65% of the gross sales price. These fees
were paid in the first quarter of 1999 and were included in payable to
affiliates on the Balance Sheet at December 31, 1998.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
<PAGE>
The Partnership is paying an asset management fee which is payable to the
General Partner. Through 1999, the asset management fee is calculated as 1% of
the Partnership's tangible asset value. 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. The fee percentage decreases to .75% in 2000,
.50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees
of $208,977 and $148,528 were outstanding at September 30, 1999 and December 31,
1998, respectively.
Compensation and reimbursements paid to or accrued for the benefit of the
General Partner or its affiliates are as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1999 1998
-------- --------
<S> <C> <C>
Property management fees ......................... $ 48,131 $ 45,976
Charged to general and administrative -
affiliates:
Partnership administration .................... 64,392 81,188
Asset management fee .......................... 70,926 80,350
-------- --------
$183,449 $207,514
======== ========
</TABLE>
Payable to affiliates at September 30, 1999 and December 31, 1998 consisted
primarily of unpaid property management fees, disposition fees (1998 only),
Partnership general and administrative expenses and asset management fees and is
due and payable from current operations.
NOTE 4.
- -------
The Partnership's mortgage loan investments - affiliate were secured by first
and second liens on Fort Meigs Plaza Shopping Center, which was owned by an
affiliate of the General Partner. On April 20, 1998, Fort Meigs Plaza was sold
to a non-affiliate for a gross sales price of $3.8 million. The Partnership
received $3,615,353 as payment in full for both principal and interest
receivable on the loans, which represented the available cash proceeds from the
sale of the property. $3,570,896 of this payment was applied to the principal
balance of the loans and the remaining $44,457 was applied to accrued interest
receivable.
<PAGE>
NOTE 5.
- -------
The mortgage loan investment secured by Idlewood Nursing Home matured in
February 1998. On May 1, 1998, the Partnership received $2.4 million from the
borrower as payment in full for both principal and interest receivable on the
loan (the actual balance of the loan was greater than the book value). Since the
Partnership owned an 83% participation interest in the note, $408,000 of the
$2.4 million settlement was paid to the owner of the remaining 17% of the note,
resulting in a net $1,992,000 received as payment on the note.
NOTE 6.
- -------
On August 20, 1998, the Partnership received $2,541,572 as payment in full for
both principal and interest receivable on the mortgage loan investment secured
by Lakeland Nursing Home. Since the Partnership owned a 90% participation
interest in the note, $254,157 of the payoff was paid to the owner of the
remaining 10% of the note. Of the $2,287,415 net proceeds received, $2,249,181
was applied to the principal balance of the loan and the remaining amount was
applied to accrued interest receivable.
NOTE 7.
- -------
On June 24, 1999, the Partnership and 18 affiliated partnerships, collectively
(the "Partnerships"), the General Partner, McNeil Investors, Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive acquisition agreement (the "Master Agreement") with
WXI/McN Realty L.L.C. ("Newco"), an affiliate of Whitehall Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman, Sachs
& Co., whereby Newco and its subsidiaries will acquire the Partnerships. The
Master Agreement provides that the Partnerships will be merged with subsidiaries
of Newco. The Master Agreement also provides for the acquisition by Newco and
its subsidiaries of the assets of McREMI. The aggregate consideration in the
transaction, including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.
Pursuant to the terms of the Master Agreement, the limited partners in the
Partnership will receive cash on the closing date of the transaction (the
"Closing Date") in exchange for their limited partnership interests. In
addition, the Partnership will declare a special distribution to its limited
partners on the Closing Date equal to its then positive net working capital
balance, if any. The estimated aggregate consideration and net working capital
distribution to be received per unit of limited partnership interest in the
Partnership were estimated as $92.
The above estimates of the Partnership per unit estimated merger consideration
and working capital distribution and the interest of McNeil Partners, L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999, adjusted for intangible assets, non-cash liabilities, transaction
expenses and the McNeil Partners, L.P. interest in the Partnership. Actual
amounts, including the estimate allocable to McNeil Partners, L.P., will vary
with the performance of the Partnership and McNeil Partners, L.P. through the
closing date. The above estimated merger consideration and special working
capital distribution will be adjusted at closing to reflect the then working
capital position of the Partnership.
<PAGE>
On the Closing Date, the General Partner of the Partnership, will receive an
equity interest in Newco in exchange for its contribution to Newco of the
general partnership interests in the Partnerships, the limited partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.
The Partnership's participation in the transaction is subject to, among other
conditions, the approval by a majority of the limited partners of the
Partnership.
In some circumstances, as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000, if the
Master Agreement is terminated with respect to one or more of the Partnerships.
In the case of termination of the Master Agreement in these circumstances, each
of the Partnerships with respect to which the Master Agreement has been
terminated will be severally, but not jointly, liable for payment to Newco of
its respective break-up fee. The break-up fee ratably calculated for the
Partnership is $179,226.
All previous costs associated with this transaction had been allocated among the
Partnerships and McREMI based on the relative number of properties contained
therein. On June 24, 1999, a fairness opinion (the "Fairness Opinion") was
rendered by Robert A. Stanger & Co., Inc., an independent financial advisor, to
the effect that the aggregate consideration to be paid for the general
partnership interests and limited partnership interests in all of the
Partnerships and the assets of McREMI is fair from a financial point of view to
the holders of each class of limited partnership interests. Based on the
relative values as set forth in the Fairness Opinion, the Partnership recorded
an adjustment to general and administrative expenses during the second quarter
of 1999 in the amount of $(121,397) to reflect the reallocation of previously
paid transaction costs among the Partnerships and McREMI.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
There has been no significant change in the operations of Sterling Springs
Apartments, the Partnership's only property. The Partnership's mortgage loan
investments - affiliate secured by Fort Meigs Plaza were repaid in April 1998.
The Partnerships two mortgage loan investments secured by Idlewood Nursing Home
and Lakeland Nursing Home were repaid in May 1998 and August 1998, respectively.
The Partnership reported net income of $69,043 for the first nine months of 1999
as compared to $1,253,488 for the same period in 1998. Revenues for the first
nine months of 1999 decreased to $1,069,136 from $2,461,484 for the first nine
months of 1998, while expenses were $1,000,093 for the first nine months of 1999
as compared to $1,207,996 for the same period in 1998.
Net cash provided by operating activities was $268,361 for the nine months ended
September 30, 1999. The Partnership expended $78,583 for capital improvements,
made $49,909 in principal payments on its mortgage note payable and distributed
$1,500,201 to the limited partners. Cash and cash equivalents totaled $1,710,453
at September 30, 1999, a net decrease of $1,360,332 from the balance at December
31, 1998.
<PAGE>
RECENT DEVELOPMENTS
- -------------------
On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C., an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"), a real estate investment fund managed by Goldman,
Sachs & Co., announced that they have entered into a definitive acquisition
agreement whereby the Whitehall affiliate will acquire by merger nineteen real
estate limited partnerships operated by McNeil Partners, L.P. and Robert A.
McNeil. The limited partnerships involved are the Partnership and McNeil Real
Estate Funds IX, X, XI, XII, XIV, XV, XXI, XXII, XXIII, XXIV, XXV, XXVI and
XXVII, Hearth Hollow Associates, McNeil Midwest Properties I, L.P., Regency
North Associates, Fairfax Associates and McNeil Summerhill (collectively, the
"Partnerships"). The Partnerships (other than Fairfax Associates and McNeil
Summerhill which are wholly-owned by Robert A. McNeil and related parties) will
be merged with subsidiaries of WXI/McN Realty L.L.C. The acquisition agreement
also provides for the acquisition by WXI/McN Realty L.L.C. of the assets of
McNeil Real Estate Management, Inc. ("McREMI"). The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.
Pursuant to the terms of the acquisition agreement, the limited partners in each
of the Partnerships (other than those wholly-owned by Robert A. McNeil) will
receive cash on the closing date of the transaction in exchange for their
limited partnership interests. In addition, each Partnership will make a special
distribution to its limited partners on the closing date of the transaction
equal to its then net positive working capital balance. McNeil Partners, L.P.
will receive an equity interest in WXI/McN Realty L.L.C. in exchange for its
contribution of its general partnership interests in the Partnerships, the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.
The proposed transaction follows an extensive marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.
The transaction has been unanimously approved by the Board of Directors of
McNeil Investors, Inc., the general partner of McNeil Partners, L.P., the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax Associates and McNeil Summerhill. The respective general partners of
Regency North Associates, Fairfax Associates and McNeil Summerhill also have
approved the transaction. The Board of Directors of McNeil Investors, Inc. based
its approval upon, among other things, the recommendation of a Special Committee
of the Board, appointed at the beginning of the discussions with Whitehall to
represent the interests of holders of limited partnership interests in each of
the Partnerships. In addition, the Special Committee and the Board relied upon
fairness opinions given by Robert A. Stanger & Co., Inc. ("Stanger & Co."), an
independent financial advisor to the Partnerships, to the effect that the
aggregate consideration is fair to the holders of each class of limited
partnership interests in each of the Partnerships. The Special Committee's
recommendation was also based upon the separate opinions of Eastdil Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also rendered an opinion that the aggregate
consideration to be paid for the general partnership interests and limited
partnership interests in all of the Partnerships and the assets of McREMI is
fair from a financial point of view to the holders of each class of limited
partnership interests in each of the Partnerships.
<PAGE>
Each of the Partnerships' participation in the transaction is subject to, among
other conditions, the approval by a majority of the limited partners of the
respective Partnerships. The approval of the limited partners of the
Partnerships will be sought at meetings to be held in the coming months after
the filing of proxy statements with the Securities and Exchange Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999 and amended proxy statements were filed September 30,
1999, October 21, 1999 and November 10, 1999.
The aggregate consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI, based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil. Based upon this allocation analysis
and the fairness opinions rendered by Stanger & Co. and Eastdil, the Special
Committee, the Board of Directors of McNeil Investors, Inc., the respective
general partners of Regency North Associates, Fairfax Associates and McNeil
Summerhill have each unanimously approved the allocation of the aggregate
consideration. The estimated aggregate consideration and working capital
distribution to be received per unit of limited partnership interest of the
Partnership were estimated as $92.
McNeil Partners, L.P. will contribute its real estate investment and management
company business to a subsidiary of WXI/McN Realty, L.L.C., along with its
general partnership interests in the Partnerships and its limited partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as determined by Stanger & Co., of approximately $58,640,000, of which
approximately $29,400,000 reflects balances due to McNeil Partners, L.P. and
McREMI as reflected on the Partnerships' financial statements as of March 31,
1999.
The above estimates of the Partnership per unit estimated merger consideration
and working capital distribution and the interest of McNeil Partners, L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999, adjusted for intangible assets, non-cash liabilities, transaction
expenses and the McNeil Partners, L.P. interest in the Partnership. Actual
amounts, including the estimate allocable to McNeil Partners, L.P., will vary
with the performance of the Partnership and McNeil Partners, L.P. through the
closing date. The above estimated merger consideration and special working
capital distribution will be adjusted at closing to reflect the then working
capital position of the Partnership.
Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total revenue decreased by $88,068 and $1,392,348 for the three and nine months
ended September 30, 1999, respectively, as compared to the same periods in 1998.
The decrease was mainly due to a gain on extinguishment of mortgage loan
investment recognized in 1998. In addition, there was a decrease in interest
income on mortgage loan investments, mortgage loan investments - affiliate and
other interest income, as discussed below.
<PAGE>
Interest income on mortgage loan investments recognized in 1998 relates to the
Lakeland Nursing Home mortgage loan investment, which was repaid by the borrower
in August 1998. For the three and nine months ended September 30, 1998, the
Partnership recorded $42,092 and $180,872, respectively, of interest income
related to this loan. No such interest income on mortgage loan investments was
recorded in the three and nine months ended September 30, 1999. Although the
Idlewood Nursing Home mortgage loan investment was also repaid by the borrower
in 1998, no interest was accrued on this loan in 1998.
Interest income on mortgage loan investments - affiliate recognized in 1998
relates to the Fort Meigs Plaza mortgage loan investments, which were repaid by
the borrower in April 1998. The Partnership recorded $108,214 of interest income
related to these loans in the first quarter of 1998. No interest income related
to these loans was recorded in the second quarter of 1998 as it was determined
to be uncollectible.
Other interest income decreased by $75,089 and $108,047 for the three and nine
months ended September 30, 1999, respectively, as compared to the same periods
in 1998, due to a decrease in cash available for short-term investment. The
Partnership held approximately $1.7 million of cash and cash equivalents at
September 30, 1999 as compared to approximately $3.0 million at September 30,
1998.
Expenses:
Total expenses for the three and nine month periods ended September 30, 1999
decreased by $28,809 and $207,903, respectively, in relation to the same periods
in 1998. The decrease was mainly due to decreases in utilities, other property
operating expenses, general and administrative expenses and general and
administrative affiliates, as discussed below.
For the three and nine months ended September 30, 1999, utilities decreased by
$6,050 and $6,422, respectively, as compared to the same periods in 1998, mainly
due to a decrease in water usage in the most recent quarter.
Other property operating expenses decreased by $6,342 and $12,410 for the three
and nine months ended September 30, 1999, respectively, as compared to the same
periods in the prior year. The decrease was mainly due to a decrease in property
insurance costs at Sterling Springs Apartments in 1999.
General and administrative expenses for the three and nine months ended
September 30, 1999 decreased by $22,544 and $147,710, respectively, in relation
to the same periods in 1998. The decrease was mainly due to a $(121,397)
reallocation of previously paid transaction costs among the Partnerships and
McREMI in the second quarter of 1999, as discussed in Item 1, Note 7.
General and administrative expenses - affiliates increased by $17,305 and
decreased by $26,220 for the three and nine month periods ended September 30,
1999, respectively, in relation to the same periods in 1998. The overall
decrease was mainly due to a decrease in asset management fees due to a decline
in the tangible asset value of the Partnership, on which the fees are based, due
to the payoff of the Partnership's mortgage loan investments and mortgage loan
investments - affiliate in 1998.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership generated $268,361 of cash through operating activities for the
first nine months of 1999 as compared to $654,383 generated during the first
nine months of 1998. The decrease in 1999 was partially due to a decrease in
interest received on the Lakeland Nursing Home loan and interest received from
an affiliate on the Fort Meigs Plaza loans (see discussions of decreases in
interest income on mortgage loan investments and mortgage loan investments -
affiliate, above). In addition, the Partnership paid $124,500 of disposition
fees to the General Partner in the first quarter of 1999 as discussed in Item 1,
Note 3. These decreases in cash provided by operating activities were partially
offset by a decrease in cash paid to suppliers due to a decline in general and
administrative expenses, as discussed above.
The Partnership expended $78,583 and $47,877 for additions to its real estate
investment in the first nine months of 1999 and 1998, respectively. The greater
amount spent in the first nine months of 1999 was mainly due to the replacement
of retaining walls at Sterling Springs Apartments.
In the first nine months of 1998, the Partnership collected $53,364 of principal
on mortgage loan investments. No such collections were made in 1999 since the
Idlewood Nursing Home loan was repaid in May 1998 and the Lakeland Nursing Home
loan was repaid in August 1998.
In May 1998, the Partnership received a net $1,992,000 from the borrower as
payment in full for both principal and interest receivable on its 83%
participation interest in the Idlewood Nursing Home mortgage loan investment. In
August 1998, the Partnership received a net $2,249,181 from the borrower as
payment in full for both principal and interest receivable on its 90%
participation interest in the Lakeland Nursing Home mortgage loan investment.
No such repayments were received in the first nine months of 1999.
In April 1998, the Partnership received $3,570,896 to payoff the principal
balance of the Fort Meigs Plaza mortgage loan investments - affiliate. No such
repayments were received in the first nine months of 1999.
The Partnership distributed $1,500,201 and $7,232,590 to the limited partners
during the nine months ended September 30, 1999 and 1998, respectively.
Short-term liquidity:
At September 30, 1999, the Partnership held cash and cash equivalents of
$1,710,453. This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its remaining property.
In 1999, operation of Sterling Springs Apartments is expected to provide
sufficient positive cash flow for normal operations. Management will perform
routine repairs and maintenance on the property to preserve its value and
competitiveness in the market. Capital improvements to Sterling Springs in 1999
are expected to be funded from operations of the property.
Additional efforts to maintain and improve Partnership liquidity have included
continued attention to property management activities. The objective has been to
obtain maximum occupancy rates while holding expenses to levels necessary to
maximize cash flows. The Partnership has made capital expenditures on its
property where improvements were expected to increase the competitiveness and
marketability of the property.
<PAGE>
Long-term liquidity:
The Partnership's property, Sterling Springs Apartments, is encumbered with
mortgage debt. The mortgage is not due until 2003.
While the outlook for maintenance of adequate levels of liquidity is favorable,
should operations deteriorate and present cash resources be insufficient for
current needs, the Partnership would require other sources of working capital.
No such sources have been identified. The Partnership has no established lines
of credit from outside sources. Other possible actions to resolve cash
deficiencies include refinancings, deferral of capital expenditures on the
Partnership's property except where improvements are expected to increase the
competitiveness and marketability of the property, arranging financing from
affiliates or the ultimate sale of the property. See "Recent Developments"
above.
Forward-Looking Information:
Within this document, certain statements are made as to the expected occupancy
trends, financial condition, results of operations, and cash flows of the
Partnership for periods after September 30, 1999. All of these statements are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements are not
historical and involve risks and uncertainties. The Partnership's actual
occupancy trends, financial condition, results of operations, and cash flows for
future periods may differ materially due to several factors. These factors
include, but are not limited to, the Partnership's ability to control costs,
make necessary capital improvements, negotiate the sale or refinancing of its
property and respond to changing economic and competitive factors.
YEAR 2000 DISCLOSURE
- --------------------
State of readiness
- ------------------
The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the applicable year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in major systems failure or
miscalculations.
Management has assessed its information technology ("IT") infrastructure to
identify any systems that could be affected by the year 2000 problem. The IT
used by the Partnership for financial reporting and significant accounting
functions was made year 2000 compliant during recent systems conversions. The
software utilized for these functions is licensed by third party vendors who
have warranted that their systems are year 2000 compliant.
Management is in the process of evaluating the mechanical and embedded
technological systems at the various properties. Management has inventoried all
such systems and queried suppliers, vendors and manufacturers to determine year
2000 compliance. Based on this review, management believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative suppliers who will be
in compliance. Management believes that the remediation of any outstanding year
2000 conversion issues will not have a material or adverse effect on the
Partnership's operations. However, no estimates can be made as to the potential
adverse impact resulting from the failure of third party service providers and
vendors to be year 2000 compliant.
<PAGE>
Cost
- ----
The cost of IT and embedded technology systems testing and upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded over the last three years, all such systems were compliant, or made
compliant at no additional cost by third party vendors. Management anticipates
the costs of assessing, testing, and if necessary replacing embedded technology
components will be less than $50,000. Such costs will be funded from operations
of the Partnership.
Risks
- -----
Ultimately, the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is addressed by government agencies and entities that
provide services or supplies to the Partnership. Management has not determined
the most likely worst case scenario to the Partnership. As management studies
the findings of its property systems assessment and testing, management will
develop a better understanding of what would be the worst case scenario.
Management believes that progress on all areas is proceeding and that the
Partnership will experience no adverse effect as a result of the year 2000
issue. However, there is no assurance that this will be the case.
Contingency plans
- -----------------
Management is developing contingency plans to address potential year 2000
non-compliance of IT and embedded technology systems. Management believes that
failure of any IT system could have an adverse impact on operations. However,
management believes that alternative systems are available that could be
utilized to minimize such impact. Management believes that any failure in the
embedded technology systems could have an adverse impact on that property's
performance. Management has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
1) 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 XXIII, 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., Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates,
L.P., - 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 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. ("McREMI") 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. 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. The case was stayed pending settlement discussions.
Because the settlement contemplated a transaction which included all of the
Partnerships and plaintiffs claimed that an effort should be made to sell
all of the Partnerships, in or around September 1998, plaintiffs filed a
third consolidated and amended complaint which included allegations with
respect to the Partnerships which had not been named in previously filed
complaints.
On September 15, 1998, the parties signed a Stipulation of Settlement. For
purposes of settlement, the parties stipulated to a class comprised of all
owners of limited partner units in the Partnerships during the period
beginning June 21, 1991, the earliest date that proxy materials began to be
issued in connection with the restructuring of the Partnerships, through
September 15, 1998. As structured, the Stipulation of Settlement provided
for the payment of over $35 million in distributions and the commitment to
market the Partnerships for sale, together with McREMI, through a fair and
impartial bidding process overseen by a national investment banking firm.
To ensure the integrity of that process, defendants agreed, among other
things, to involve plaintiffs' counsel in oversight of that process, and
plaintiffs' counsel retained an independent advisor to represent the
interests of limited partners of the Partnerships in the event of a
transaction. The transaction described in Item 2 - Recent Developments is a
result of that process. The settlement was not conditioned on the
consummation of this transaction.
<PAGE>
On October 6, 1998, the court gave preliminary approval to the settlement.
It granted final approval to the settlement on July 8, 1999 and entered a
Final Order and Judgment dismissing the consolidated action with prejudice.
As a condition of final approval, the court requested, and the parties
agreed to, a slight modification of the release in the Stipulation of
Settlement with respect to future claims. Plaintiffs' counsel intends to
seek an order awarding attorneys' fees and reimbursing their out-of-pocket
expenses in an amount which is as yet undetermined. Fees and expenses shall
be allocated amongst the Partnerships on a pro rata basis, based upon
tangible asset value of each such partnership, less total liabilities,
calculated in accordance with the Amended Partnership Agreements for the
quarter most recently ended. A Notice of Appeal was filed September 3, 1999
by High River Limited Partnership, Unicorn Associates Corporation and
Longacre Corporation.
2) High River Limited Partnership, Unicorn Associates Corporation and
Longacre Corporation, et al. v. McNeil Partners, L.P. ("MPLP"), McNeil
Investors, Inc., McNeil Real Estate Management, Inc. (McREMI"), Robert A.
McNeil and Carole J. McNeil, - Supreme Court of the State of New York,
County of New York, - Index No. 99 603526.
On July 23, 1999, High River and two other affiliates of Carl C. Icahn
(Unicorn Associates Corporation and Longacre Corporation), filed a
complaint for damages in the Supreme Court of the State of New York, County
of New York. Plaintiffs allege that the defendants improperly interfered
with tender offers made by High River for limited partner units in the
Partnership and other affiliated partnerships in which MPLP serves as
General Partner (the "McNeil Partnerships"), by, among other things, filing
purportedly frivolous litigation to delay High River's offers, issuing
purportedly false and misleading statements opposing the offers and
purportedly forcing High River itself to file litigation to enforce its
rights. High River also alleges that as a result the defendants caused High
River to incur undue expense and that the defendants ultimately prevented
High River from acquiring a greater number of limited partner units.
Plaintiffs also allege that the defendants improperly excluded High River
from participating in the auction process for the sale of the McNeil
Partnerships, and otherwise took steps to prevent its participation in the
auction. In addition, plaintiffs, who are limited partners in, among
others, McNeil Funds IX, X, XI, XII, XIV, XV, XX, XXIV, XXV, XXVI and
XXVII, have also sued the defendants based on their status as opt-outs from
the Schofield settlement. Plaintiffs seek undisclosed damages and an
accounting.
On July 30, 1999, defendants filed an answer to the High River Complaint,
denying each and every material allegation contained in the High River
Complaint and asserting several affirmative defenses. Settlement
negotiations are underway.
3) HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young, BDO Seidman et
al. (Case #92-06560-A). This suit was filed on behalf of the Partnership
and other affiliated partnerships (as defined in this Section 3, the
"Affiliated Partnerships") on May 26, 1992, in the 14th Judicial District
Court of Dallas County. The petition sought recovery against the
Partnership's former auditors, Ernst & Young, for negligence and fraud in
failing to detect and/or report overcharges of fees/expenses by Southmark,
the former general partner. The former auditors initially asserted
counterclaims against the Affiliated Partnerships based on alleged
fraudulent misrepresentations made to the auditors by the former management
<PAGE>
of the Affiliated Partnerships (Southmark) in the form of client
representation letters executed and delivered to the auditors by Southmark
management. The counterclaims sought recovery of attorneys' fees and costs
incurred in defending this action. The counterclaims were later dismissed
on appeal, as discussed below.
The trial court granted summary judgment against the Affiliated
Partnerships based on the statute of limitations; however, on appeal, the
Dallas Court of Appeals reversed the trial court and remanded for trial the
Affiliated Partnerships' fraud claims against Ernst & Young. The Texas
Supreme Court denied Ernst & Young's application for writ of error on
January 11, 1996. Shortly before trial, the district court judge once again
granted summary judgment against the Affiliated Partnerships on December 2,
1996. Hearing and oral argument before the Court of Appeals was heard on
January 26, 1999. Judgment was entered in favor of the partnerships on June
25, 1999 and the case was once again remanded to the Trial Court. The
General Partner is investigating whether it is in the limited partners'
best interest to continue to pursue this case.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Document Description
------- --------------------
4. Amended and Restated Limited Partnership
Agreement dated March 30, 1992.
(Incorporated by reference to the Current
Report of the registrant on Form 8-K dated
March 30, 1992, as filed on April 10, 1992).
11. Statement regarding computation of Net
Income per Limited Partnership Unit: Net
income per limited partnership unit is
computed by dividing net income allocated to
the limited partners by the weighted average
number of limited partnership units
outstanding. Per unit information has been
computed based on 49,512 limited partnership
units outstanding in 1999 and 1998.
27. Financial Data Schedule for the quarter
ended September 30, 1999.
(b) Reports on Form 8-K. A Report on Form 8-K dated July 8, 1999 was
filed on July 9, 1999 regarding the letter received from High River
Limited Partnership.
<PAGE>
MCNEIL REAL ESTATE FUND XX, L.P.
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 XX, L.P.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
November 15, 1999 By: /s/ Ron K. Taylor
- ----------------- ------------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
November 15, 1999 By: /s/ Carol A. Fahs
- ----------------- ------------------------------------------
Date Carol A. Fahs
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,710,453
<SECURITIES> 0
<RECEIVABLES> 5,602
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,451,990
<DEPRECIATION> (1,696,013)
<TOTAL-ASSETS> 4,723,220
<CURRENT-LIABILITIES> 0
<BONDS> 2,570,101
0
0
<COMMON> 0
<OTHER-SE> 1,581,108
<TOTAL-LIABILITY-AND-EQUITY> 4,723,220
<SALES> 998,464
<TOTAL-REVENUES> 1,069,136
<CGS> 458,930
<TOTAL-COSTS> 629,735
<OTHER-EXPENSES> 190,192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 180,166
<INCOME-PRETAX> 69,043
<INCOME-TAX> 0
<INCOME-CONTINUING> 69,043
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,043
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
