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 June 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 0-14258
MCNEIL REAL ESTATE FUND XV, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2941516
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (214) 448-5800
------------------------------
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------------- --------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 7,087,195 $ 7,087,195
Buildings and improvements............................... 45,305,427 44,889,821
-------------- -------------
52,392,622 51,977,016
Less: Accumulated depreciation.......................... (21,442,423) (20,428,022)
-------------- -------------
30,950,199 31,548,994
Cash and cash equivalents................................... 1,868,991 2,079,352
Cash segregated for security deposits....................... 251,582 249,574
Accounts receivable......................................... 11,378 6,691
Prepaid expenses and other assets........................... 44,526 43,905
Escrow deposits............................................. 372,011 364,431
Deferred borrowing costs (net of accumulated
amortization of $217,260 and $172,430 at
June 30, 1996 and December 31, 1995,
respectively)............................................ 792,072 836,902
-------------- -------------
$ 34,290,759 $ 35,129,849
============== =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage notes payable, net................................. $ 24,044,708 $ 24,216,133
Accounts payable............................................ 122,594 42,258
Accrued property taxes...................................... 227,885 164,534
Accrued expenses............................................ 83,003 197,112
Accrued interest............................................ 168,001 169,346
Payable to affiliates - General Partner..................... 54,687 48,469
Security deposits and deferred rental revenue............... 269,562 254,144
-------------- -------------
24,970,440 25,091,996
-------------- -------------
Partners' equity (deficit):
Limited partners - 120,000 limited partnership
units authorized; 102,836 limited partnership
units issued and outstanding at June 30, 1996
and December 31, 1995.................................. 9,694,029 10,394,645
General Partner.......................................... (373,710) (356,792)
-------------- -------------
9,320,319 10,037,853
-------------- -------------
$ 34,290,759 $ 35,129,849
============== =============
</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 XV, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1996 1995 1996 1995
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 2,005,020 $ 1,924,485 $ 3,974,553 $ 3,831,618
Interest...................... 25,857 54,773 52,447 101,340
Gain on legal settlement...... - 35,263 - 35,263
------------- ------------- ------------- -------------
Total revenue............... 2,030,877 2,014,521 4,027,000 3,968,221
------------- ------------- ------------- -------------
Expenses:
Interest...................... 540,383 594,144 1,081,884 1,187,657
Depreciation.................. 509,294 477,843 1,014,401 955,686
Property taxes................ 113,943 100,455 228,226 200,910
Personnel expenses............ 203,120 190,960 442,565 419,147
Utilities..................... 76,748 81,252 171,816 179,502
Repair and maintenance........ 251,094 214,534 449,259 372,269
Property management
fees - affiliates........... 102,539 96,009 202,483 192,504
Other property operating
expenses.................... 120,099 125,043 230,531 243,516
General and administrative.... 21,684 16,765 54,449 33,505
General and administrative -
affiliates.................. 55,064 62,155 111,081 124,598
------------- ------------- ------------- -------------
Total expenses.............. 1,993,968 1,959,160 3,986,695 3,909,294
------------- ------------- ------------- -------------
Net income....................... $ 36,909 $ 55,361 $ 40,305 $ 58,927
============= ============= ============= =============
Net loss allocable to limited
partners...................... $ (204,021) $ (77,848) $ (200,625) $ (199,346)
Net income allocable to
General Partner............... 240,930 133,209 240,930 258,273
------------- ------------- ------------- -------------
Net income....................... $ 36,909 $ 55,361 $ 40,305 $ 58,927
============= ============= ============= =============
Net loss per limited
partnership unit.............. $ (1.98) $ (.76) $ (1.95) $ (1.94)
============= =========== ============= =============
Distribution per limited
partnership unit.............. $ - $ - $ 4.86 $ -
============= =========== ============= =============
</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 XV, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity
--------------- -------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1994.............. $ (348,250) $ 11,104,028 $ 10,755,778
Net income (loss)......................... 258,273 (199,346) 58,927
Management Incentive Distribution......... (268,721) - (268,721)
------------- ------------- -------------
Balance at June 30, 1995.................. $ (358,698) $ 10,904,682 $ 10,545,984
============= ============= =============
Balance at December 31, 1995.............. $ (356,792) $ 10,394,645 $ 10,037,853
Net income (loss)......................... 240,930 (200,625) 40,305
Management Incentive Distribution......... (257,848) - (257,848)
Limited partner distribution.............. - (499,991) (499,991)
------------- ------------- -------------
Balance at June 30, 1996.................. $ (373,710) $ 9,694,029 $ 9,320,319
============= ============= =============
</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 XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------------
1996 1995
------------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 3,988,453 $ 3,818,133
Cash received from legal settlement............... - 35,263
Cash paid to suppliers............................ (1,339,337) (1,148,420)
Cash paid to affiliates........................... (314,120) (317,195)
Interest received................................. 52,447 101,340
Interest paid..................................... (1,012,742) (1,128,982)
Property taxes paid............................... (221,309) (211,694)
----------------- --------------
Net cash provided by operating activities............ 1,153,392 1,148,445
----------------- --------------
Net cash used in investing activities:
Additions to real estate investments.............. (415,606) (429,496)
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (197,082) (218,654)
Management Incentive Distribution................. (251,074) (267,830)
Limited partner distribution...................... (499,991) -
------------------ --------------
Net cash used in financing activities................ (948,147) (486,484)
------------------ --------------
Net increase (decrease) in cash and cash
equivalents....................................... (210,361) 232,465
Cash and cash equivalents at beginning of
period............................................ 2,079,352 3,284,547
----------------- --------------
Cash and cash equivalents at end of period........... $ 1,868,991 $ 3,517,012
================= ==============
</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 XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------------------
1996 1995
---------------- ---------------
<S> <C> <C>
Net income........................................... $ 40,305 $ 58,927
--------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation...................................... 1,014,401 955,686
Amortization of discounts on mortgage
notes payable................................... 25,657 24,539
Amortization of deferred borrowing costs.......... 44,830 35,716
Changes in assets and liabilities:
Cash segregated for security deposits........... (2,008) (6,050)
Accounts receivable............................. (4,687) (3,879)
Prepaid expenses and other assets............... (621) 35,637
Escrow deposits................................. (7,580) 3,225
Accounts payable................................ 80,336 42,902
Accrued property taxes.......................... 63,351 (11,452)
Accrued expenses................................ (114,109) 20,182
Accrued interest................................ (1,345) (1,580)
Payable to affiliates - General Partner......... (556) (93)
Security deposits and deferred rental
revenue....................................... 15,418 (5,315)
--------------- --------------
Total adjustments............................. 1,113,087 1,089,518
--------------- --------------
Net cash provided by operating activities............ $ 1,153,392 $ 1,148,445
=============== ==============
</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 XV, LTD.
Notes to Financial Statements
(Unaudited)
June 30, 1996
NOTE 1.
- -------
McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited partnership organized under the provisions of the California
Uniform Limited Partnership Act. The general partner of the Partnership is
McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership,
an affiliate of Robert A. McNeil. The Partnership is governed by an amended and
restated limited partnership agreement, dated October 11, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the six months ended June 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 XV, Ltd., c/o McNeil Real Estate Management, Inc.,
Investor Relations, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
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 services and leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
Under terms of the Amended Partnership Agreement, the Partnership is paying a
Management Incentive Distribution ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. The
maximum MID percentage decreases subsequent to 1999. Tangible asset value is
determined by using the greater of (i) an amount calculated by applying a
capitalization rate of 9% to the annualized net operating income of each
property or (ii) a value of $10,000 per apartment unit 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 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:
Six Months Ended
June 30,
---------------------------
1996 1995
---------- ----------
Property management fees - affiliates.......... $ 202,483 $ 192,504
Charged to general and administrative -
affiliates:
Partnership administration.................. 111,081 124,598
--------- ---------
$ 313,564 $ 317,102
========= =========
Charged to General Partner's deficit:
MID......................................... $ 257,848 $ 268,721
========= =========
NOTE 4.
- -------
The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark Corporation ("Southmark"), an affiliate of a previous general partner
for damages relating to improper overcharges, breach of contract and breach of
fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.
An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April
14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in
May 1995 the Partnership received in full satisfaction of its claims, $26,655 in
cash, and common and preferred stock in the reorganized Southmark which
represents the Partnership's pro-rata share of Southmark assets available for
Class 8 Claimants. The Partnership sold the Southmark common and preferred stock
in May for $8,608 which, combined with the cash proceeds from Southmark,
resulted in a gain on legal settlement of $35,263.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing real properties. At June 30, 1996, the Partnership
owned four apartment properties. Three of the four Partnership's properties are
subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues increased by $58,779 or 2% and $16,356 or 1%, respectively,
for the six and three months ended June 30, 1996, as compared to the same
periods last year. Rental revenue increased by $142,935 or 4%, while interest
income decreased by $48,893 or 48%.
Rental revenue for the first six months of 1996 was $3,974,553 as compared to
$3,831,618 for the same period in 1995. The increase in rental revenue is due to
increases in market rental rates at all of the Partnership's properties.
Interest income for the six months decreased due to smaller average cash
balances invested in interest-bearing accounts.
The Partnership also recognized a gain on legal settlement of $35,263 as a
result of the settlement with Southmark received in 1995. No such gains have
been recognized in 1996.
Expenses:
Partnership expenses increased by $77,401 and $34,808 or 2% for the six and
three months ended June 30, 1996, respectively. Decreases in mortgage interest
and general and administrative - affiliates expense were offset by increases in
depreciation, property taxes, repair and maintenance, and general and
administrative expenses.
Mortgage interest expense decreased for the period ended June 30, 1996, compared
to the same period in 1995, by $105,773 or 9%. The decrease is due to the payoff
of the Cedar Run mortgage note payable in December 1995.
Depreciation expense for the six and three months ended June 30, 1996 increased
by $58,715 or 6% and $31,451 or 7%, respectively, compared to the same periods
in 1995. This increase is due to capital improvements made at the property. As
of June 30, 1996, the Partnership made $366,862 in capital improvements for the
year.
Property tax expense for the period ended June 30, 1996 was $228,226 as compared
to $200,910 in 1995. The increase of $27,316 or 14% is a result of an increase
in the assessed property value at Arrowhead and Mountain Shadows.
<PAGE>
Repairs and maintenance expense for the six and three months ended June 30, 1996
increased by $76,990 or 21% and $36,560 or 17%, respectively, compared to the
same periods in 1995. The increase is due to the replacement of carpeting and
appliances, which met the Partnership's criteria for capitalization based on the
magnitude of replacements in 1995, but were expensed in 1996. In addition,
furniture rental increased at Mountain Shadows due to an increase in corporate
unit leases where furniture is provided by the lease.
General and administrative expenses increased $20,944 or 63% and $4,919 or 29%
for the six and three months, respectively, of 1996 as compared to the same
periods last year. The increase is due to costs incurred in the first quarter of
1996, by the Partnership, to defend class action litigation.
General and administrative - affiliates expense decreased by $13,517 or 11% for
the first six months of 1996 as compared to the same period last year due to the
reduction of overhead expenses allocable to the Partnership.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's primary source of cash flows is from operating activities
which generated $1,104,648 of cash in the first six months of 1996 as compared
to $1,148,445 for the same period in 1995. The decrease in cash of $43,807 was
mainly the result of an increase in cash paid to suppliers offset by an increase
in cash received from tenants and a decrease in mortgage interest paid due to
the payoff of the Cedar Run mortgage.
The Partnership expended $366,862 and $429,496 for capital improvements to its
properties in the first six months of 1996 and 1995, respectively.
During the first six months of 1996, the Partnership paid distributions of
$499,991 to the limited partners and MID payments of $251,074. The principle
payments on the mortgage notes payable declined slightly in 1996 as a result of
the pay off of the mortgage notes on Cedar Run in December 1995.
Short-term liquidity:
At June 30, 1996, the Partnership held cash and cash equivalents of $1,868,991,
down $210,361 from the balance at December 31, 1995. This balance provides a
comfortable level of working capital for the Partnership's operations.
During 1996, operations of the Partnership's properties are expected to provide
positive cash flow from operations. Management will perform routine repairs and
maintenance on the properties to preserve and enhance their value in the market.
In 1996, the Partnership has budgeted to spend approximately $510,000 on capital
improvements, which are expected to be funded from operations of the properties.
The General Partner has established a revolving credit facility not to exceed
$5,000,000 in the aggregate which is available on a "first-come, first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met. Borrowings under the facility may be used to fund deferred maintenance,
refinancing obligations and working capital needs. The Partnership has not
received, nor is there any assurance that the Partnership will receive, any
funds under the facility because no amounts will be reserved for any particular
partnership. As of June 30, 1996, $4,082,159 remained available for borrowing
under the facility; however, additional funds could become available as other
partnerships repay borrowings. This commitment by the General Partner will
terminate on October 11, 1996.
<PAGE>
Long-term liquidity:
For the long term, property operations will remain the primary source of funds.
While the present outlook for Partnership's liquidity is favorable, market
conditions may change and property operations can deteriorate. In that event,
the Partnership would require other sources of working capital. No such other
sources have been identified, and the Partnership has no established lines of
credit. Other possible actions to resolve working capital deficiencies include
refinancing or renegotiating terms of existing loans, deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the competitiveness or marketability of the properties, or arranging
working capital support from affiliates. All or a combination of these steps may
be inadequate or unfeasible in resolving such potential working capital
deficiencies. No affiliate support has been required in the past, and there is
no assurance that support would be provided in the future, since neither the
General Partner nor any affiliates have any obligation in this regard in excess
of the $5,000,000 revolving credit facility discussed above.
Income allocations 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 99:1 to the limited partners and
the General Partner, respectively. Therefore, for the six months ended June 30,
1996 and 1995, $240,930 and $258,273, respectively, was allocated to the General
Partner. The limited partners received allocations of $(249,369) and $(199,346)
for the six months ended June 30, 1996 and 1995, respectively.
During the first quarter of 1996, the limited partners received a cash
distribution of $499,991. The distribution consisted of funds from operations. A
distribution of $257,848 for the MID was accrued by the Partnership for the
period ended June 30, 1996 for the General Partner. During the third quarter of
1996, the Partnership anticipates making a distribution totaling $500,000 to the
limited partners of record as of August 1, 1996.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
Two class action lawsuits styled Robert Lewis vs. McNeil Partners, L.P., et.
al., filed in the District Court of Dallas County, Texas, and James F.
Schofield, et. al. vs. McNeil Partners, L.P., et. al., filed in the United
States District Court, Southern District of New York, have been voluntarily
dismissed without prejudice by the respective plaintiffs in such actions.
<PAGE>
ITEM 5. OTHER INFORMATION
- ------- -----------------
On August 5, 1996, High River Limited Partnership ("High River"), a partnership
controlled by Carl Icahn ("Icahn"), and certain Icahn's affiliates, filed
documents with the Securities and Exchange Commission disclosing that High River
had entered into a letter agreement dated August 2, 1996 with the attorneys for
the plaintiffs in the case styled James F. Schofield, et. al. ("Plaintiffs") v.
McNeil Partners, L.P., et. al. The letter agreement provided, among other
things, that (i) High River will commence, as soon as possible, but in no event
more than six months, a tender offer for any and all of the outstanding Units of
the Partnership and other affiliated partnerships (the "Partnerships") at a
price that is not less than 75% of the estimated liquidation value of the Units
(as determined by utilizing the same methodology that was used to determine the
liquidation values in High River's previous tender offers for the Partnerships,
as previously disclosed), which tender offer may be subject to such other terms
and conditions as High River determines in its sole discretion; (ii) in the
event that High River attains the position of general partner in any of the
Partnerships: (a) High River will take all actions necessary to cause a 25%
reduction of fees of such Partnerships, (b) High River will not cause such
Partnerships to take any action to discontinue the litigation with respect to
receivable claims and (c) High River and Plaintiffs' counsel will in good faith
execute an appropriate Stipulation of Settlement based upon the terms of the
letter agreement, which stipulation shall not include a settlement or provide a
release of the receivable claims; and (iii) from and after the date of the
letter agreement, Plaintiffs' counsel agreed they will not enter into any
settlement of the claims asserted in such litigation that does not provide for
all consideration contained in a demand letter dated June 24, 1996.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Partnership Agreement
dated October 11, 1991. (1)
11. Statement regarding computation of net loss
per limited partnership unit: Net loss per
limited partnership unit is computed by
dividing net loss allocated to the limited
partners by the number of limited
partnership units outstanding. Per unit
information has been computed based on
102,836 and 102,846 limited partnership
units outstanding in 1995 and 1994,
respectively.
27. Financial Data Schedule for the quarter
ended June 30, 1996.
(1) Incorporated by reference to the Annual Report of Registrant,
on Form 10-K for the period ended December 31, 1991, as filed
on March 30, 1992.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended June 30, 1996.
<PAGE>
McNEIL REAL ESTATE FUND XV, LTD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
McNEIL REAL ESTATE FUND XV, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
August 14, 1996 By: /s/ Donald K. Reed
- --------------------------- ----------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
August 14, 1996 By: /s/ Ron K. Taylor
- --------------------------- ----------------------------------------
Date Ron K. Taylor
Acting Chief Financial Officer of
McNeil Investors, Inc.
August 14, 1996 By: /s/ Brandon K. Flaming
- --------------------------- ----------------------------------------
Date Brandon K. Flaming
Chief Accounting Officer of McNeil Real
Estate Management, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,868,991
<SECURITIES> 0
<RECEIVABLES> 11,378
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,392,622
<DEPRECIATION> (21,442,423)
<TOTAL-ASSETS> 34,290,759
<CURRENT-LIABILITIES> 0
<BONDS> 24,044,708
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 34,290,759
<SALES> 3,974,553
<TOTAL-REVENUES> 4,027,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,904,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,081,884
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 40,305
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,305
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
