UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1995
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to_____________
Commission file number 0-14268
MCNEIL REAL ESTATE FUND XXII, L.P.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0085680
- ----------------------------------------------------------------------------
(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 XXII, L.P.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------ --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
--------- ---------
<S> <C> <C>
ASSETS Real estate investments:
Land..................................................... $ 380,414 $ 380,414
Buildings and improvements............................... 9,586,787 9,579,406
--------- ---------
9,967,201 9,959,820
Less: Accumulated depreciation and amortization......... (4,417,666) (4,327,711)
--------- ----------
5,549,535 5,632,109
Asset held for sale......................................... - 4,393,157
Cash and cash equivalents .................................. 1,369,042 589,211
Cash segregated for security deposits....................... 94,816 87,838
Accounts receivable......................................... 7,530 141,268
Escrow deposits............................................. 189,781 357,858
Prepaid expenses and other assets, net...................... 17,415 112,720
--------- ----------
$7,228,119 $11,314,161
========= ==========
LIABILITIES AND PARTNERS' DEFICIT
Mortgage notes payable, net................................. $6,059,226 $9,534,751
Accrued property taxes ..................................... 52,179 234,143
Accounts payable and accrued expenses....................... 81,235 147,771
Payable to affiliates - General Partner..................... 1,706,546 1,501,947
Advances from affiliates - General Partner.................. 713,421 915,129
Security deposits and deferred rental income................ 76,868 91,066
--------- ----------
8,689,475 12,424,807
--------- ----------
Partners' deficit:
Limited partners - 55,000,000 Units authorized; 33,268,117
Units issued and outstanding (19,875,588 Current Income
Units and 13,392,529 Growth/Shelter Units) at
March 31, 1995 and December 31, 1994..................... (1,210,224) (863,021)
General Partner.......................................... (251,132) (247,625)
--------- ----------
(1,461,356) (1,110,646)
--------- ----------
$7,228,119 $11,314,161
========= ==========
</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 XXII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1995 1994
--------- --------
<S> <C> <C>
Revenue:
Rental revenue............................................... $ 780,421 $ 705,283
Interest..................................................... 5,986 2,386
--------- --------
Total revenue................................................ 786,407 707,669
--------- --------
Expenses:
Interest..................................................... 244,675 249,403
Interest - affiliates........................................ 18,292 15,664
Depreciation and amortization................................ 164,561 165,174
Property taxes............................................... 68,104 86,507
Personnel costs.............................................. 97,688 100,588
Utilities.................................................... 44,813 55,792
Repairs and maintenance...................................... 81,265 67,007
Property management fees - affiliates........................ 44,297 39,195
Other property operating expenses............................ 42,184 38,284
General and administrative................................... 21,358 29,013
General and administrative - affiliates...................... 64,243 70,211
Loss on disposition of real estate........................... 245,637 -
--------- ---------
Total expenses 1,137,117 916,838
--------- ---------
Net loss....................................................... $ (350,710) $(202,169)
======== ========
Net loss allocable to limited partners - Current Income Unit... $ (31,564) $ (18,825)
Net loss allocable to limited partners - Growth/Shelter Unit... (315,639) (188,252)
Net loss allocable to General Partner.......................... (3,507) (2,092)
-------- --------
Net loss....................................................... $ (350,710) $(209,169)
======== ========
Net loss per thousand limited partnership units:
Current Income Units........................................... $ (1.59) $ (.95)
======== ========
Growth/shelter Units........................................... $ (23.57) $ (14.05)
======== ========
</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 XXII, L.P.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Deficit
--------- -------- ---------
<S> <C> <C> <C>
Balance at December 31, 1993.............. $(241,965) $ (302,688) $ (544,653)
Net loss
General Partner........................ (2,092) - (2,092)
Current Income Units................... - (18,825) (18,825)
Growth/Shelter Units................... - (188,252) (188,252)
-------- -------- ----------
Total net loss............................ (2,092) (207,077) (209,169)
-------- -------- ----------
Balance at March 31,1994.................. $(244,057) $ (509,765) $ (753,822)
======== ======== ==========
Balance at December 31, 1994.............. $(247,625) $ (863,021) $(1,110,646)
Net loss
General Partner........................ (3,507) - (3,507)
Current Income Units................... - (31,564) (31,564)
Growth/Shelter Units................... - (315,639) (315,639)
-------- -------- ----------
Total net loss............................ (3,507) (347,203) (350,710)
-------- -------- ----------
Balance at March 31, 1995................. $(251,132) $(1,210,224) $(1,461,356)
======== ========= ==========
</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 XXII, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
1995 1994
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Cash received from tenants........................ $ 828,847 $ 827,259
Cash paid to suppliers............................ (296,834) (295,578)
Cash paid to affiliates........................... (42,691) (38,273)
Interest received................................. 5,986 2,386
Interest paid..................................... (264,312) (238,164)
Interest paid to affiliates....................... (70,685) -
Property taxes escrowed........................... (62,243) (62,154)
--------- ---------
Net cash provided by operating activities............ 98,068 195,476
--------- ---------
Cash flows from investing activities:
Additions to real estate investments.............. (14,493) (4,664)
Proceeds from sale of real estate................. 877,664 -
--------- ---------
Net cash provided by (used in)
investing activities.............................. 863,171 (4,664)
--------- ---------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (32,093) (29,474)
Advances from affiliates - General Partner........ - -
Repayment of advances from affiliates -
General Partner................................. (149,315) (20,874)
--------- ---------
Net cash used in financing activities................ (181,408) (50,348)
--------- ---------
Net increase in cash and cash equivalents............ 779,831 140,464
Cash and cash equivalents at beginning of
period............................................ 589,211 378,420
--------- ---------
Cash and cash equivalents at end of period........... $1,369,042 $ 518,884
========= =========
</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 XXII, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Loss to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------
1995 1994
-------- --------
<S> <C> <C>
Net loss............................................. $(350,710) $(209,169)
-------- --------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization..................... 164,561 165,174
Amortization of deferred borrowing costs.......... 2,936 2,936
Amortization of discounts on mortgage
notes payable................................... 8,905 8,512
Interest added to advances from affiliates -
General Partner................................. 18,292 15,664
Loss on disposition of real estate................ 245,637 -
Changes in assets and liabilities:................
Cash segregated for security deposits........... (6,978) (226)
Accounts receivable............................. 51,989 44,462
Escrow deposits................................. 168,077 124,152
Prepaid expenses and other assets............... 2,423 11,212
Accrued property taxes.......................... (144,075) (107,740)
Accounts payable and accrued expenses........... (66,536) (13,509)
Payable to affiliates - General Partner......... 65,849 144,011
Advances from affiliates - General Partner...... (70,685) -
Security deposits and deferred rental
income........................................ 8,383 9,997
-------- --------
Total adjustments............................. 448,778 404,645
-------- --------
Net cash provided by operating activities............ $ 98,068 $ 195,476
======== ========
</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 XXII, L.P.
Notes to Financial Statements
(Unaudited)
March 31, 1995
NOTE 1.
- ------
McNeil Real Estate Fund XXII, L.P., (the "Partnership"), formerly known as
Southmark Realty Partners II, Ltd., was organized on November 30, 1984 as a
limited partnership under the provisions of the California Revised Limited
Partnership Act to acquire and operate commercial and residential properties.
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 700, LB70, Dallas, Texas, 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the three months ended March 31, 1995 are
not necessarily indicative of the results to be expected for the year ending
December 31, 1995.
NOTE 2.
- ------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XXII, L.P., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
- ------
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. The Partnership has suffered
recurring losses from operations and has a net Partners' deficit that raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE 4.
- ------
Certain reclassifications have been made to prior period amounts to conform to
the current period presentation.
NOTE 5.
- ------
The Partnership pays property management fees equal to 5% of the gross rental
receipts for its residential property and 6% of gross rental revenues for its
commercial property to McNeil Real Estate Management, Inc. ("McREMI"), an
affiliate of McNeil, for providing property management and leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
<PAGE>
The Partnership is incurring 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 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. The fee percentage decreases subsequent to
1999. Total accrued but unpaid asset management fees of $1,106,502 were
outstanding at March 31, 1995.
The Partnership pays a disposition fee to an affiliate of the General Partner
equal to 3% of the gross sales price for brokerage services performed in
connection with the sale of the Partnership's properties. The fee is due and
payable at the time the sale closes. The Partnership incurred $138,750 of such
fees for the period ended March 31, 1995 in connection with the sale of Wyoming
Mall.
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. There is no
assurance that the Partnership will receive any additional funds under the
facility because no amounts have been reserved for any particular partnership.
As of March 31, 1995, $2,102,530 remained available for borrowing under the
facility; however, additional funds could be available as other partnerships
repay existing borrowings.
The General Partner has, in its discretion, advanced funds to enable the
Partnership to meet its working capital requirements. These advances, which are
unsecured and due on demand, accrue interest at a rate equal to the prime
lending rate plus 1%.
McNeil Real Estate Fund XXI, L.P., an affiliate of the General Partner and joint
owner of Wyoming Mall has advanced funds to the Partnership for tenant
improvements and operations at Wyoming Mall. The advances are unsecured and due
on demand and accrue interest at a rate of prime plus 3 1/2%.
The total advances from affiliates at March 31, 1995 and December 31, 1994
consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
---------- -----------
<S> <C> <C>
Advance from General Partner - revolving
credit facility........................................ $167,102 $167,102
Advances from General Partner - other..................... 151,840 301,155
Advances purchased by General Partner..................... 16,397 16,397
Advances from McNeil Real Estate Fund XXI, L.P............ 300,000 300,000
Accrued interest payable.................................. 78,082 130,475
------- -------
$713,421 $915,129
======= =======
</TABLE>
In April 1995, the Partnership utilized the proceeds from the sale of Wyoming
Mall to repay all outstanding affiliate advances and the related accrued
interest.
<PAGE>
Compensation and reimbursements paid to or accrued for the benefit of the
General Partner and its affiliates are as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
1995 1994
<S> <C> <C>
Property management fees.................................. $ 44,297 $ 39,195
Charged to interest - affiliates:
Interest on advances from affiliates - General
Partner.............................................. 18,292 15,664
Charged to loss on disposition of real estate:
Disposition fee........................................ 138,750 -
Charged to general and administrative -
affiliates:
Partnership administration............................. 30,898 29,555
Asset management fee................................... 33,345 40,656
------- -------
$265,582 $125,070
======= =======
</TABLE>
NOTE 6.
- ------
On March 31, 1995, Wyoming Mall was sold to an unrelated third party for a cash
price of $9,250,000. The Partnership had a 50% undivided interest in the assets,
liabilities and operations of Wyoming Mall, owned jointly with McNeil Real
Estate Fund XXI, L.P. Cash proceeds and the gain on the disposition is detailed
below:
<TABLE>
<CAPTION>
Gain on Sale Cash Proceeds
------------ -------------
<S> <C> <C>
Sales Price.......................................... $4,625,000 $4,625,000
Selling costs........................................ (234,838) (96,088)
Mortgage note prepayment penalty..................... (138,441) (138,441)
Carrying value....................................... (4,325,663)
Accounts receivable.................................. (81,749)
Deferred borrowing costs............................. (49,910)
Prepaid expenses..................................... (40,036)
---------
Loss on disposition of real estate................... $ (245,637)
=========
Retirement of mortgage note.......................... (3,452,337)
Payment of 1994 taxes at closing..................... (23,735)
Real estate tax proration............................ (14,154)
Credit for security deposit liability................ (22,581)
---------
Net cash proceeds.................................... $ 877,664
=========
</TABLE>
NOTE 7.
- ------
The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark for damages relating to improper overcharges, breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.
An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April
14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in
May 1995 the Partnership received in full satisfaction of its claims, $29,292 in
cash, and common and preferred stock in the reorganized Southmark currently
valued at approximately $9,500, which amounts represent the Partnership's
pro-rata share of Southmark assets available for Class 8 Claimants.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------ -----------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership reported a net loss of $350,710 for the first three months
of 1995 as compared to $209,169 for the same period in 1994.
On March 31, 1995, Wyoming Mall was sold to an unrelated third party for a cash
price of $9,250,000. The Partnership had a 50% undivided interest in the assets,
liabilities and operations of Wyoming Mall, owned jointly with McNeil Real
Estate Fund XXI, L.P. The Partnership received net cash proceeds of $877,664
from the sale of the property and recorded a loss on disposition of real estate
of $245,637. The Partnership recorded $228,620 of revenue and $329,545 of
expense for the first three months of 1995 for Wyoming Mall.
Harbour Club III is part of a four-phase apartment complex located in
Belleville, Michigan. Phases I and II of the complex are owned by partnerships
in which McNeil Partners, L.P. is the general partner; while Phase IV is owned
by University Real Estate Fund 12, Ltd., ("UREF 12"). McREMI had been managing
all four phases of the complex until December 1992, when the property management
agreement between McREMI and UREF 12 was canceled. Additionally, in January
1993, Phase I defaulted on the mortgage loan to HUD and unless a refinancing
agreement can be reached with the lender, the property is subject to
foreclosure. If Phase I is lost to foreclosure, it would be extremely difficult
to operate Phases II and III because the pool and clubhouse are located in Phase
I.
No additional advances from affiliates were required during the first three
months of 1995 and the Partnership was able to repay $220,000 of affiliate
advances and accrued interest. The Partnership still owes affiliate advances of
$713,421 and has continued to defer certain affiliate payables. In April 1995,
the proceeds from the sale of Wyoming Mall enabled the Partnership to repay the
remainder of the affiliate advances as well as the disposition fee due to the
General Partner from the sale of Wyoming Mall.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total Partnership revenues for the first three months of 1995 were $786,407 as
compared to $707,669 for the first three months of 1994. Rental revenue
increased $75,138 for the three months ended March 31, 1995, as compared to the
same period in 1994, primarily due to increased occupancy at Harbour Club III
Apartments. Additionally, Wyoming Mall received $30,000 from a tenant that had
terminated its lease in December 1994.
Expenses:
Total expenses decreased $220,279 for the three months ended March 31, 1995, as
compared to the same period of 1994. The 1995 expenses include a $245,637 loss
on the sale of Wyoming Mall.
Property tax expense decreased $18,403 the three months ended March 31, 1995, as
compared to the same period of 1994, primarily due to the reduction in property
tax expense at Harbour Club III Apartments that occurred from a successful tax
appeal.
Utilities decreased $10,979 for the first quarter of 1995, as compared to the
same period of 1994. During the first quarter of 1994, utilities at Harbour Club
Apartments were higher than usual due to the harsh winter weather. Such weather
conditions did not occur during the first quarter of 1995.
Repairs and maintenance expense increased $14,258 for the three months ended
March 31, 1995, as compared to the same period of 1994. Carpet and appliance
replacements at Harbour Club III Apartments increased during the first quarter
of 1995 as compared to 1994 due to increased occupancy as well as a renovation
of vacant units to improve marketability.
Property management fees increased $5,102 for the three months ended March 31,
1995, as compared to the same period of 1994 due to higher rental revenue
receipts on which the fee is based, as discussed above.
General and administrative expenses decreased $7,655 for the three months ended
March 31, 1995, as compared to the same period of 1994, primarily due to a
decrease in legal expenses. During the first quarter of 1994, the Partnership
incurred approximately $8,000 in legal fees related to a pending case.
General and administrative - affiliates decreased $5,968 for the three ended
March 31, 1995, as compared to the same period of 1994. Asset management fees
decreased during the first three months of 1995, due to a decrease in the
tangible asset value of the Partnership, on which the fee is based.
LIQUIDITY AND CAPITAL RESOURCE
- ------------------------------
The Partnership was provided $98,068 of cash through operating activities during
the first three months of 1995 as compared to $195,476 for the same period in
1994. Due to the improved cash position, the Partnership was able to pay $70,685
of interest due to affiliates. All other operating cash items during the first
quarter of 1995 were comparable to 1994.
Net cash provided by investing activities was $863,171 for the first three
months of 1995 as compared to $4,664 of cash used by investing activities for
the same period of 1994. The Partnership received $877,664 of cash proceeds from
the sale of Wyoming Mall during the first three months of 1995. Cash used for
additions to real estate totaled $14,493 during the first three months of 1995
as compared to $4,664 during the same period of 1994. The increase in capital
expenditures is primarily due to an ongoing window replacement program at
Harbour Club III Apartments.
Net cash used in financing activities was $181,408 during the first three months
of 1995 as compared to $50,348 for the same period of 1994. Principal payments
on mortgage notes payable were comparable for the two periods. During the first
three months of 1995, the improved cash position enabled the Partnership to
repay $149,315 of advances from affiliates of the General Partner. During the
first three months of 1994 the Partnership was able to repay $20,874 of advances
due to McNeil Real Estate Fund XXI, L.P., the joint owner of Wyoming Mall.
At March 31, 1995, the Partnership held cash and cash equivalents of $1,369,042.
Short-term liquidity
- --------------------
The sale of Wyoming Mall provided the Partnership $877,664 of net cash proceeds.
In April 1995, the Partnership utilized the sale proceeds to repay the
outstanding affiliate advances as well as the disposition fee due to the General
Partner for the sale of Wyoming Mall.
McNeil Real Estate Fund XXI, L.P. has advanced funds to the Partnership for
tenant improvements and operations at Wyoming Mall. The advances are unsecured,
due on demand and accrue interest at a rate of prime plus 3 1/2%. In April 1995,
the proceeds from the sale of Wyoming Mall were utilized to repay the advance
plus the accrued interest due to McNeil Real Estate Fund XXI, L.P.
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. There is no
assurance that the Partnership will receive any additional funds under the
facility because no amounts have been reserved for any particular partnership.
As of March 31, 1995, $2,102,530 remained available for borrowing under the
facility; however, additional funds could be available as other partnerships
repay existing borrowings. Additionally, the General Partner has, in its
discretion, advanced funds to the Partnership in addition to the revolving
credit facility. The General Partner is not obligated to advance funds to the
Partnership and there is no assurance that the Partnership will receive
additional funds.
The balance of cash and cash equivalents can be considered no more than a
minimum level of cash reserves for the remaining property's operations. Harbour
Club III Apartments is expected to provide sufficient positive cash flow for
normal operations and debt service payments for the remainder of 1994. However,
Harbour Club III is in need of major capital improvements in order to maintain
occupancy and rental rates at a level to continue to support operations and debt
service. The necessary capital improvements will have to be funded from outside
sources. No such sources have been identified. Management is currently seeking
additional financing to fund these improvements, however such financing is not
assured. If the property is unable to obtain additional funds and cannot
maintain operations at a level to support its current debt, the property may
ultimately be foreclosed on by the lender.
Long-term liquidity
- -------------------
While the outlook for maintenance of adequate levels of liquidity is adequate in
the short term, should operations deteriorate and present cash resources become
insufficient to fund 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 refinancing, deferral of capital expenditures
except where improvements are expected to increase the competitiveness and
marketability of the properties, arranging financing from affiliates or the
ultimate sale of the property. A sales or refinancing is a possibility only, and
there are at present no plans for any such sale or refinancing.
These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Distributions
- -------------
To maintain adequate cash balances of the Partnership, distributions to Current
Income Unit holders were suspended in 1988. There have been no distribution to
Growth/Shelter Units holders. Distributions to Unit holders will remain
suspended for the foreseeable future. The General Partner will continue to
monitor the cash reserves and working capital needs of the Partnership to
determine when cash flows will support distributions to the Unit holders.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4. Amended and Restated Limited Partnership Agreement dated March 26, 1992.
(Incorporated by reference to the Current Report of the Registrant on Form 8-K
dated March 26, 1992, as filed on April 9, 1992).
11. Statement regarding computation of Net Loss per Thousand Limited Partnership
Units: Net loss per thousand limited partnership units is computed by dividing
net loss allocated to the limited partners by the weighted average number of
limited partnership units outstanding expressed in thousands. Per unit
information has been computed based on 19,876 and 19,903 weighted average
Current Income Units (in thousands) outstanding in 1995 and 1994,
respectively, and 13,393 and 13,398 weighted average Growth/Shelter Units (in
thousands) outstanding in 1995 and 1994, respectively.
</TABLE>
(b) Reports on Form 8-K. A current report on Form 8-K dated March 31, 1995
was filed on April 11,1995, reporting the sale of Wyoming Mall.
<PAGE>
MCNEIL REAL ESTATE FUND XXII, 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:
<TABLE>
<CAPTION>
<S> <C>
McNEIL REAL ESTATE FUND XXII, L.P.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
May 12, 1995 By: /s/ Donald K. Reed
- ---------------------------- -------------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
May 12, 1995 By: /s/ Robert C. Irvine
- ---------------------------- -------------------------------------------
Date Robert C. Irvine
Chief Financial Officer of McNeil Investors, Inc.
Principal Financial Officer
May 12, 1995 By: /s/ Carol A. Fahs
- ---------------------------- -------------------------------------------
Date Carol A. Fahs
Chief Accounting Officer of McNeil Real Estate
Management, Inc.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1995
<PERIOD-END> DEC-31-1995 MAR-31-1995
<CASH> 589,211 1,369,042
<SECURITIES> 0 0
<RECEIVABLES> 141,268 7,530
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 9,959,820 9,967,201
<DEPRECIATION> (4,327,711) (4,417,666)
<TOTAL-ASSETS> 11,314,161 7,228,119
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
<COMMON> 0 0
0 0
0 0
<OTHER-SE> (1,110,646) (1,461,356)
<TOTAL-LIABILITY-AND-EQUITY> 11,314,161 7,228,119
<SALES> 2,950,795 780,421
<TOTAL-REVENUES> 2,967,467 786,407
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2,480,577 874,150
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,052,883 262,967
<INCOME-PRETAX> (565,993) (350,710)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (565,993) (350,710)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (565,993) (350,710)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
