MCNEIL REAL ESTATE FUND XXIII LP
10-Q, 1997-05-15
REAL ESTATE
Previous: WISCONSIN ENERGY CORP, 10-Q, 1997-05-15
Next: BK I REALTY INC, 10-Q, 1997-05-15



                                  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, 1997
                          ------------------------------------------------------


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________ to _____________
     Commission file number  0-15459
                            ---------


                       McNEIL REAL ESTATE FUND XXIII, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                                33-0139793
- --------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)




             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
          (Address of principal executive offices)         (Zip code)



Registrant's telephone number, including area code    (972) 448-5800
                                                   -----------------------------


Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No 
                                      ---  ---

<PAGE>
                       MCNEIL REAL ESTATE FUND XXIII, L.P.

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          March 31,         December 31,
                                                                            1997                1996
                                                                       ---------------     ---------------
ASSETS
- ------

Real estate investments:
<S>                                                                    <C>                 <C>            
   Land.....................................................           $       239,966     $       239,966
   Buildings and improvements...............................                 6,035,205           6,029,898
                                                                        --------------      --------------
                                                                             6,275,171           6,269,864
   Less:  Accumulated depreciation..........................                (2,983,974)         (2,915,422)
                                                                        --------------      --------------
                                                                             3,291,197           3,354,442

Cash and cash equivalents...................................                   219,364             193,812
Cash segregated for security deposits.......................                    43,515              43,296
Accounts receivable and other assets........................                    10,862              13,249
Escrow deposits.............................................                    79,414              96,624
                                                                        --------------       -------------

                                                                       $     3,644,352      $    3,701,423
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------

Mortgage note payable, net of discount......................           $     3,750,670     $     3,758,380
Accounts payable and accrued expenses.......................                    43,367              73,579
Accrued property taxes......................................                    30,573              43,519
Payable to affiliates - General Partner.....................                   288,211             258,782
Security deposits and deferred rental revenue...............                    44,606              42,553
                                                                        --------------      --------------
                                                                             4,157,427           4,176,813
                                                                        --------------      --------------

Partners' equity (deficit):
   Limited  partners - 45,000,000  Units  authorized;
     11,512,696 and 11,622,696 Units  outstanding at
     March 31, 1997 and December  31, 1996,  respectively
     (6,651,985 and 6,681,985 Current Income Units
     outstanding at March 31, 1997 and
     December 31, 1996, respectively, and 4,860,711
     and 4,940,711 Growth/Shelter Units outstanding at
     March 31, 1997 and December 31, 1996, respectively)....                (5,365,158)         (5,327,850)
   General Partner..........................................                 4,852,083           4,852,460
                                                                        --------------      --------------
                                                                              (513,075)           (475,390)
                                                                        --------------      --------------

                                                                       $     3,644,352     $     3,701,423
                                                                        ==============      ==============
</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 XXIII, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                       -----------------------------------
                                                                            1997                 1996
                                                                       ---------------     ---------------
Revenue:
<S>                                                                    <C>                 <C>            
   Rental revenue ..........................................           $       342,299     $       318,868
   Interest.................................................                     2,191               2,142
                                                                        --------------      --------------
     Total revenue..........................................                   344,490             321,010
                                                                        --------------      --------------

Expenses:
   Interest.................................................                    87,528              91,878
   Depreciation.............................................                    68,552              63,897
   Property taxes...........................................                    30,573              28,752
   Personnel expenses.......................................                    51,922              55,441
   Utilities................................................                    31,552              36,859
   Repairs and maintenance..................................                    34,656              31,571
   Property management fees - affiliates....................                    17,387              15,961
   Other property operating expenses........................                    13,090              17,724
   General and administrative...............................                    13,232              10,887
   Reorganization expenses..................................                         -               4,363
   General and administrative - affiliates..................                    33,683              35,833
                                                                        --------------      --------------
     Total expenses.........................................                   382,175             393,166
                                                                        --------------      --------------

Net loss....................................................           $       (37,685)    $       (72,156)
                                                                        ==============      ==============

Net loss allocated to limited
   partners - Current Income Units..........................           $        (3,392)    $        (6,494)
Net loss allocated to limited
   partners - Growth/Shelter Units..........................                   (33,916)            (64,940)
Net loss allocated to General Partner.......................                      (377)               (722)
                                                                        ---------------     --------------

Net loss....................................................           $       (37,685)    $       (72,156)
                                                                        ==============      ==============

Net loss per thousand limited partnership units:
   Current Income Units.....................................           $          (.51)    $          (.97)
                                                                        ==============      ==============

   Growth/Shelter Units.....................................           $         (6.98)    $        (13.14)
                                                                        ==============      ==============
</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 XXIII, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                                     Total
                                                     General                  Limited              Partners'
                                                     Partner                 Partners          Equity (Deficit)
                                                 --------------          ---------------       ----------------
<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1995..............       $    4,854,261          $   (5,145,030)       $     (290,769)

Redemption of limited partner units:
   Current Income Units...................                    -                  (2,722)               (2,722)
   Growth/Shelter Units...................                    -                  (1,728)               (1,728)
                                                  -------------           -------------         -------------
     Total redemption.....................                    -                  (4,450)               (4,450)
                                                  -------------           -------------         -------------

Net loss:
   General Partner........................                 (722)                      -                  (722)
   Current Income Units...................                    -                  (6,494)               (6,494)
   Growth/Shelter Units...................                    -                  64,940               (64,940)
                                                  -------------           -------------         -------------
     Total net loss.......................                 (722)                (71,434)              (72,156)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $    4,853,539          $   (5,220,914)       $     (367,375)
                                                  =============           =============         =============


Balance at December 31, 1996..............       $    4,852,460          $   (5,327,850)       $     (475,390)

Net loss:
   General Partner........................                 (377)                      -                  (377)
   Current Income Units...................                    -                  (3,392)               (3,392)
   Growth/Shelter Units...................                    -                 (33,916)              (33,916)
                                                  -------------           -------------         -------------
     Total net loss.......................                 (377)                (37,308)              (37,685)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $    4,852,083          $   (5,365,158)       $     (513,075)
                                                  =============           =============         =============

</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 XXIII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    March 31,
                                                                       ------------------------------------
                                                                                1997                 1996
                                                                       ----------------    ----------------
Cash flows from operating activities:
<S>                                                                    <C>                 <C>            
   Cash received from tenants...............................           $       348,902     $       324,018
   Cash paid to suppliers...................................                  (178,649)           (179,756)
   Cash paid to affiliates..................................                   (21,641)            (16,282)
   Interest received........................................                     2,191               2,142
   Interest paid............................................                   (83,197)            (87,740)
   Property taxes paid and escrowed.........................                   (24,631)            (28,404)
                                                                        --------------      --------------
Net cash provided by operating activities...................                    42,975              13,978
                                                                        --------------      --------------

Cash flows from investing activities:
   Additions to real estate investments.....................                    (5,307)            (15,641)
                                                                        --------------      --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable................................................                   (12,116)            (11,244)
   Redemption of limited partner units......................                         -              (4,450)
                                                                        --------------      --------------
Net cash used in financing activities.......................                   (12,116)            (15,694)
                                                                        --------------      --------------

Net increase (decrease) in cash and cash
   equivalents..............................................                    25,552             (17,357)

Cash and cash equivalents at beginning of
   period...................................................                   193,812             233,222
                                                                        --------------      --------------

Cash and cash equivalents at end of period..................           $       219,364     $       215,865
                                                                        ==============      ==============
</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 XXIII, 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,
                                                                       ------------------------------------
                                                                            1997                 1996
                                                                       ----------------    ----------------
<S>                                                                    <C>                 <C>             
Net loss....................................................           $       (37,685)    $       (72,156)
                                                                        --------------      --------------

Adjustments to reconcile net loss to net cash provided 
   by operating activities:
   Depreciation.............................................                    68,552              63,897
   Amortization of discount on mortgage
     note payable...........................................                     4,406               4,209
   Changes in assets and liabilities:
     Cash segregated for security deposits..................                      (219)              6,366
     Accounts receivable and other assets...................                     2,387               1,751
     Escrow deposits........................................                    17,210              18,328
     Accounts payable and accrued expenses..................                   (30,212)            (25,954)
     Accrued property taxes.................................                   (12,946)            (14,390)
     Payable to affiliates - General Partner................                    29,429              35,512
     Security deposits and deferred rental
       revenue..............................................                     2,053              (3,585)
                                                                        --------------      --------------
       Total adjustments....................................                    80,660              86,134
                                                                        --------------      --------------

Net cash provided by operating activities...................           $        42,975     $        13,978
                                                                        ==============      ==============
</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 XXIII, L.P.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1997


NOTE 1.
- -------

McNeil Real  Estate Fund XXIII,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Realty Partners III, Ltd., was organized on March 4, 1985 as a limited
partnership under provisions of the California  Revised Limited  Partnership Act
to acquire  and  operate  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
600, 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, 1997,
are not necessarily indicative of the results to be expected for the year ending
December 31, 1997.

NOTE 2.
- -------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate XXIII,  L.P., c/o The Herman Group,  2121 San Jacinto St.,
26th Floor, Dallas, Texas 75201.

NOTE 3.
- -------

On June 30,  1994,  the  Partnership  filed a voluntary  petition for Chapter 11
reorganization.  (The  petition  for  Chapter  11  reorganization  excluded  the
Partnership's  interest  in Beckley  Associates,  the owner of  Harbour  Club II
Apartments.)   The   Partnership   continued   to  conduct   its  affairs  as  a
debtor-in-possession,  subject  to  the  jurisdiction  and  supervision  of  the
Bankruptcy Court.

The Partnership's First Amended Plan of Reorganization  ("Reorganization Plan"),
which  contemplated  a sale  of  Woodbridge  Apartments,  was  submitted  to the
Bankruptcy Court on February 13, 1995. The Partnership's Disclosure Statement of
Debtor-in-Possession  ("Disclosure  Statement")  was approved by the  Bankruptcy
Court on February 14, 1995.







<PAGE>
The Partnership's  Reorganization  Plan and Disclosure  Statement were submitted
February 20, 1995, to a vote of the impaired creditors, as defined. The impaired
creditors  included a class of creditors  who had filed a judgment  lien against
Woodbridge  Apartments  in connection  with the Illinois  rescission  suit.  The
judgment lien creditors filed  objections to confirmation of the  Reorganization
Plan.  On April  18,  1995,  the  Bankruptcy  Court  did  grant an order to sell
Woodbridge  Apartments but denied  confirmation of the Reorganization  Plan. The
Partnership  filed an  appeal  of the  Bankruptcy  Court's  ruling  and,  in the
meantime, attempted to settle the matter with the judgment lien creditors, which
would allow for  confirmation of the  Reorganization  Plan. On May 10, 1995, the
Reorganization Plan was amended to provide for full payment to the judgment lien
creditors.  The Reorganization Plan, as amended,  was subsequently  confirmed by
the Bankruptcy Court on May 17, 1995.

Woodbridge  Apartments  was sold on May 25, 1995,  and, in  accordance  with the
Reorganization Plan, the first and second mortgage notes payable and the related
outstanding  accrued interest were paid. The Partnership also utilized  $156,566
of the  proceeds  from  the sale to pay the  settlement  and  legal  fees to the
judgment lien creditors, as discussed above.

On  September  11,  1995,  the  Bankruptcy  Court  entered  an  Order  Regarding
Objections  to  Claims  that  allowed  the   Partnership   to  pay   outstanding
pre-petition claims totaling approximately $124,000 in October 1995.

The  Reorganization  Plan specified that advances and fees owed to affiliates of
the General  Partner  were  limited to remaining  cash,  after the  pre-petition
liabilities and  reorganization  expenses were paid. The Partnership had $37,228
of cash available to distribute to affiliate  creditors.  The remaining  amounts
owed to affiliates of the General  Partner as of May 17, 1995,  were  discharged
resulting in an  extraordinary  gain of  $1,398,925  during the third quarter of
1995.

On August 15,  1995,  the  Partnership  sent an  election  form to each  limited
partner  which  allowed them to choose  whether to redeem their  interest in the
Partnership. The redemption price was 1/1000th of a dollar per Unit. The limited
partners were required to respond within 30 days, and at the close of the 30 day
period,  311  limited  partners  had  elected  to  redeem  4,485,345  Units.  In
connection with the redemption,  the partnership  obtained a "no-action"  letter
from the Securities and Exchange  Commission  ("SEC") that provided that (1) the
redemption  could be  accomplished  without  compliance  with Rule  13e-3 of the
Securities  Exchange  Act of 1934,  and (2) the SEC did not  intend to pursue an
enforcement action if the Reorganization Plan was consummated. Redemption of the
affected Units was completed in January 1996.

On November 18, 1995, the Partnership  submitted a request for an Application to
Close Case to the Bankruptcy Court,  which was entered on December 11, 1995, and
was approved on February 15, 1996.

Expenses  incurred by the  Partnership in connection  with its Chapter 11 filing
have been expensed as "reorganization  expenses" in the accompanying  Statements
of Operations.

NOTE 4.
- -------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its property to McNeil Real Estate Management,  Inc. ("McREMI"), an
affiliate of the General Partner,  for providing property management and leasing
services.
<PAGE>
The  Partnership  reimburses  McREMI  for  its  costs,  including  overhead,  of
administering the Partnership's affairs.

The  Partnership  incurs asset  management fees which are 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  subsequent to
1999.   Asset   management  fees  accrued  prior  to  the  confirmation  of  the
Reorganization Plan were discharged  pursuant to the Reorganization  Plan. Total
accrued but unpaid asset management fees incurred  subsequent to confirmation of
the Reorganization  Plan in the amount of $145,153 were outstanding at March 31,
1997.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:

                                                        Three Months Ended
                                                             March 31,
                                                     ---------      ---------
                                                        1997          1996
                                                     ---------      ---------

Property management fees....................         $  17,387      $  15,961
Charged to general and administrative -
   affiliates:
   Partnership administration...............            14,427         20,215
   Asset management fee.....................            19,256         15,618
                                                      --------       --------

                                                     $  51,070      $  51,794
                                                      ========       ========

Payable to  affiliates  - General  Partner at March 31,  1997,  and December 31,
1996,  consists primarily of unpaid asset management fees and reimbursable costs
that are due and payable from current operations.

NOTE 5.
- -------

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  The  Partnership  has suffered
recurring losses from operations.  Operations at Harbour Club II Apartments, the
Partnership's sole remaining property,  are expected to be sufficient to provide
cash for operating expenses and debt service for 1997. However,  the property is
in need of major capital  improvements in order to maintain occupancy and rental
rates at a level  sufficient  to fund  operating  expenses  and debt  service in
future years. The Partnership's  cash reserves are inadequate to fund the needed
capital  improvements,  and  it  is  unlikely  that  cash  flow  from  operating
activities will be sufficient to provide for the needed capital improvements. No
outside sources of financing have been  identified.  Although  affiliates of the
Partnership have previously provided working capital for the Partnership,  there
can be no assurance that the Partnership will receive  additional funds from the



<PAGE>
General  Partner or other  affiliates.  Management  is currently  attempting  to
negotiate a  restructuring  or  refinancing of the mortgage note payable to fund
the needed capital improvements;  however, such financing is not assured. If the
property is unable to obtain additional funds and cannot maintain  operations at
a level to pay operating expenses and debt service,  the property may ultimately
be foreclosed on by the lender.

Harbour Club II Apartments is part of a four-phase  apartment complex located in
Belleville,  Michigan. The General Partner also serves as general partner of the
partnerships  that own Phases I and III.  Phase IV is owned by  University  Real
Estate Fund 12, Ltd.  ("UREF  12"),  whose  general  partner is an  affiliate of
Southmark.  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 its mortgage
loan,  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. As of March 31, 1997, no steps have been taken
towards the foreclosure of Phase I.

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.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- -------  ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The  Partnership's  operating  activities  provided  $42,975 for the first three
months of 1997 as compared to $13,978 for the first three months of 1996.

Cash used for additions to real estate improvements totaled $5,307 for the three
months ended March 31, 1997 as compared to $15,641 for the same period of 1996.

Scheduled  principal  payments on mortgage note payable  totaled $12,116 for the
three  months ended March 31, 1997 as compared to $11,244 for the same period of
1996. In accordance  with terms of the  Partnership's  Reorganization  Plan, the
Partnership  redeemed  4,485,345  limited  partnership  units  from the  limited
partners for a total of $4,450 during the first quarter of 1996.

Short-term liquidity:

At March 31, 1997, the Partnership  held $219,364 of cash and cash  equivalents.
The General Partner  anticipates rental operations at Harbour Club II Apartments
in 1997 will provide sufficient rental revenue to pay for the operating expenses
of the property  and debt  service  payments on the  property's  mortgage  note.
However,  rental operations at Harbour Club II Apartments are not expected to be
sufficient to fund necessary capital improvements to the property nor to pay the
Partnership's other expenses. To the extent available,  the Partnership will use
its cash reserves to fund limited  capital  improvements  and the  Partnership's
other expenses.




<PAGE>
Although the sale of Woodbridge  Apartments in May 1995 provided some additional
cash  reserves  for the  Partnership,  the  Partnership  still  faces  liquidity
problems  because of urgently  needed  capital  improvements  at Harbour Club II
Apartments  for which no financing  has been  secured.  Operating  activities at
Harbour Club II Apartments for 1997 are expected to provide sufficient  positive
cash flow for normal operating expenses and debt service payments.  However, the
needed  capital  improvements  will require the use of other sources of cash. No
such sources have been identified.  The Partnership has no established  lines of
credit from  outside  sources.  Effective  January 23, 1997,  the mortgage  note
payable was sold by HUD to an unaffiliated lender. The Partnership is attempting
to negotiate a  restructuring  or  refinancing of the mortgage note with the new
lender.

The General  Partner has in the past, at its  discretion,  advanced funds to the
Partnership that were used to fund working capital  requirements.  Such advances
were discharged as a result of the Chapter 11  proceedings.  The General Partner
is not obligated to advance funds to the  Partnership  and there is no assurance
that the Partnership will receive additional funds.

Long-term liquidity:

The  Partnership  has been in a distressed  cash  situation  for several  years.
Although  Harbour Club II  Apartments  is able to operate in such a manner as to
provide for operating  expenses and debt service payments,  the property has not
proven  the   capability  to  produce  the  cash  flow   necessary  for  capital
improvements  nor to  support  Partnership  operations.  The  inability  to make
necessary  capital  improvements  has  led to  deteriorating  conditions  at the
property. In the opinion of management,  if capital improvements are not made to
make the property more marketable,  the estimated fair value of the property may
be further impaired.

Harbour Club II Apartments is part of a four-phase  apartment complex located in
Belleville,  Michigan. Phases I and III of the complex are owned by partnerships
in which the General Partner is the general partner;  while Phase IV is owned by
University  Real Estate Fund 12, Ltd.,  ("UREF 12") whose general  partner is an
affiliate  of  Southmark.  McREMI  managed 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 its mortgage
note.  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 used by all three phases are located on Phase I. As of March 31, 1997,
no steps have been taken to foreclose on Phase I.

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.

The Partnership  determined to evaluate market and other economic  conditions to
establish the optimum time to commence liquidation of the Partnership's property
in  accordance  with the terms of the Amended  Partnership  Agreement.  Although
there can be no assurance as to the timing of the liquidation due to real estate
market conditions, the general difficulty of disposing of real estate, and other
general economic  factors,  it is anticipated that such liquidation would result
in the dissolution of the Partnership followed by a liquidating  distribution to
Unitholders by December 2001.



<PAGE>
Distributions

To maintain adequate cash balances,  the Partnership suspended  distributions to
Current  Income  Unit  holders  in 1988.  There  have been no  distributions  to
Growth/Shelter Unit 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.

FINANCIAL CONDITION
- -------------------

The occupancy  rate at Harbour Club II Apartments  decreased to 90% at March 31,
1997.  The  occupancy  rate at  December  31,  1996,  was 92%.  Harbour  Club II
Apartments was able to provide enough cash flow from operations to meet ordinary
operating expenses as well as the debt service for its related mortgage note for
the first three months of 1997;  however, as discussed above, the property is in
need of major capital  improvements in order to compete in its local market. The
Partnership  is attempting to negotiate a  restructuring  or  refinancing of the
mortgage  note  payable  to  fund  the  necessary  improvements;  however,  such
restructuring or refinancing is not assured.

Until the  Partnership  is able to generate cash from  operations or sales,  the
Partnership  will be dependent on its present  cash  reserves,  operation of its
property,  or  financial  support  from  affiliates.  Distributions  will remain
suspended until cash reserves are judged adequate.

RESULTS OF OPERATIONS
- ---------------------

Revenue:

Total  Partnership  revenues  were  $344,490  for  the  three months ended March
31, 1997 as compared to $321,010 for the same period of 1996.

Rental  revenue at Harbour Club II  Apartments  increased  $23,431 or 7% for the
three month  period ended March 31, 1997 as compared to the same period of 1996.
Increases in base rental rates at Harbour Club II Apartments  were the principal
factor leading to the increase in rental revenue.

Expenses:

Total  Partnership  expenses  decreased $10,991 or 3% for the three month period
ended March 31, 1997 as compared to the same period of 1996.

Other property  operating  expenses  decreased  $4,634 or 26% at Harbour Club II
Apartments  for the three month period ended March 31, 1997 compared to the same
period of 1996. The decrease was  attributable  to the accrual of HUD audit fees
in 1996.  No such fees were accrued in 1997 due to the sale of the mortgage note
by HUD to an unaffiliated lender in January 1997.

Reorganization  expenses  incurred by the  Partnership  in  connection  with its
Chapter 11 filing were $4,363 in 1996. No such costs were incurred in 1997.

General and  administrative  expenses  increased  by $2,345 or 22% for the three
months ended March 31, 1997 as compared to the same period of 1996. The increase
was due to fees paid to a non-affiliate relating to investor services.  Prior to
1997,  such costs were  reimbursed  to McREMI and were  included  in general and
administrative - affiliates.

<PAGE>
                           PART II. OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
- -------    --------------------------------

(a)      Exhibits.

         Exhibit
         Number                     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    (Loss)   per   Thousand    Limited
                                    Partnership  Units:  Net  income  (loss) per
                                    thousand  limited  partner units is computed
                                    by dividing net income  (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 6,652
                                    and   6,682   Current   Income   Units   (in
                                    thousands)  outstanding  in 1997  and  1996,
                                    respectively,    and    4,861    and   4,941
                                    Growth/Shelter    Units    (in    thousands)
                                    outstanding in 1997 and 1996, respectively.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended March 31, 1997.

b)       Reports  on  Form  8-K.  There were no reports on Form 8-K filed during
         the quarter ended March 31, 1997.


<PAGE>



                       McNEIL REAL ESTATE FUND XXIII, L.P.
                             (Debtor-in-Possession)

                                   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 XXIII, L.P.

                              By:  McNeil Partners, L.P., General Partner

                                   By: McNeil Investors, Inc., General Partner





May 15, 1997                     By:  /s/  Ron K. Taylor
- --------------                        ------------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)




May 15, 1997                     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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         219,364
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       6,275,171
<DEPRECIATION>                             (2,983,974)
<TOTAL-ASSETS>                               3,644,352
<CURRENT-LIABILITIES>                                0
<BONDS>                                      3,750,670
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 3,644,352
<SALES>                                        342,299
<TOTAL-REVENUES>                               344,490
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               294,647
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              87,528
<INCOME-PRETAX>                               (37,685)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (37,685)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission