MCNEIL REAL ESTATE FUND XXIII LP
10-Q, 1997-08-13
REAL ESTATE
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                                  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, 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>
                                                                          June 30,           December 31,
                                                                            1997                 1996
                                                                       ---------------     ---------------
ASSETS
- ------

Real estate investments:
<S>                                                                    <C>                 <C>            
   Land.....................................................           $       239,966     $       239,966
   Buildings and improvements...............................                 6,075,732           6,029,898
                                                                        --------------      --------------
                                                                             6,315,698           6,269,864
   Less:  Accumulated depreciation..........................                (3,054,860)         (2,915,422)
                                                                        --------------      --------------
                                                                             3,260,838           3,354,442

Cash and cash equivalents...................................                   331,509             193,812
Cash segregated for security deposits.......................                    43,729              43,296
Accounts receivable and other assets........................                    17,267              13,249
Escrow deposits.............................................                    51,228              96,624
                                                                        --------------       -------------

                                                                       $     3,704,571      $    3,701,423
                                                                        ==============       =============

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

Mortgage note payable, net of discount......................           $     3,742,732      $    3,758,380
Accounts payable and accrued expenses.......................                    71,197              73,579
Accrued property taxes......................................                    61,146              43,519
Payable to affiliates - General Partner.....................                   327,923             258,782
Security deposits and deferred rental revenue...............                    47,829              42,553
                                                                        --------------      --------------
                                                                             4,250,827           4,176,813
                                                                        --------------      --------------

Partners' equity (deficit):
   Limited  partners - 45,000,000  Units  authorized; 
     11,512,696 and 11,622,696 Units  outstanding  at
     June 30, 1997 and December  31,  1996,  respectively
     (6,651,985 and 6,681,985  Current Income Units out-
     standing at June 30, 1997 and December 31, 1996,
     respectively, and 4,860,711 and 4,940,711 Growth/
     Shelter Units outstanding at June 30, 1997 and
     December 31, 1996, respectively).......................                (5,398,007)         (5,327,850)
   General Partner..........................................                 4,851,751           4,852,460
                                                                        --------------      --------------
                                                                              (546,256)           (475,390)
                                                                        --------------      --------------

                                                                       $     3,704,571     $     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                   Six Months Ended
                                                  June 30,                             June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $      343,315     $      325,699    $      685,614     $      644,567
   Interest......................              2,807              2,078             4,998              4,220
                                       -------------      -------------     -------------      -------------
     Total revenue...............            346,122            327,777           690,612            648,787
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             85,496             91,665           173,024            183,543
   Depreciation..................             70,886             66,639           139,438            130,536
   Property taxes................             30,573             31,000            61,146             59,752
   Personnel expenses............             42,261             45,339            94,183            100,780
   Utilities.....................             26,516             25,990            58,068             62,849
   Repair and maintenance........             47,568             58,639            82,224             90,210
   Property management
     fees - affiliates...........             17,030             16,311            34,417             32,272
   Other property operating
     expenses....................             13,969             17,612            27,059             35,336
   General and administrative....              9,636             10,559            22,868             21,446
   General and administrative -
     affiliates..................             35,368             35,023            69,051             70,856
   Reorganization expenses.......                  -                999                 -              5,362
                                       -------------      -------------     -------------      -------------
     Total expenses..............            379,303            399,776           761,478            792,942
                                       -------------      -------------     -------------      -------------

Net loss.........................     $      (33,181)    $      (71,999)   $      (70,866)    $     (144,155)
                                       =============      =============     =============      =============

Net loss allocated to
   limited partners - Current
   Income Units..................     $       (2,986)    $       (6,480)   $       (6,378)    $      (12,974)
Net loss allocated to
   limited partners - Growth/
   Shelter Units.................            (29,863)           (64,799)          (63,779)          (129,739)
Net loss allocated to
   General Partner...............               (332)              (720)             (709)            (1,442)
                                       -------------      -------------     -------------      -------------

Net loss.........................     $      (33,181)    $      (71,999)   $      (70,866)    $     (144,155)
                                       =============      =============     =============      =============

Net loss per thousand limited 
   partnership units:
   Current Income Units..........     $        (.45)     $         (.97)   $         (.96)    $        (1.94)
                                       ============       =============     =============      =============

   Growth/Shelter Units..........     $       (6.14)     $       (13.12)   $       (13.12)    $       (26.26)
                                       ============       =============     =============      =============
</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 Six Months Ended June 30, 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...................                    -                  (2,737)               (2,737)
   Growth/Shelter Units...................                    -                  (1,743)               (1,743)
                                                  -------------           -------------         -------------
     Total redemption.....................                    -                  (4,480)               (4,480)
                                                  -------------           -------------         -------------

Net loss:
   General Partner........................               (1,442)                      -                (1,442)
   Current Income Units...................                    -                 (12,974)              (12,974)
   Growth/Shelter Units...................                    -                (129,739)             (129,739)
                                                  -------------           -------------         -------------
     Total net loss.......................               (1,442)               (142,713)             (144,155)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $    4,852,819          $   (5,292,223)       $     (439,404)
                                                  =============           =============         =============


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

Net loss:
   General Partner........................                 (709)                      -                  (709)
   Current Income Units...................                    -                  (6,378)               (6,378)
   Growth/Shelter Units...................                    -                 (63,779)              (63,779)
                                                  -------------           -------------         -------------
     Total net loss.......................                 (709)                (70,157)              (70,866)
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $    4,851,751          $   (5,398,007)       $     (546,256)
                                                  =============           =============         =============
</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>
                                                                                 Six Months Ended
                                                                                     June 30,
                                                                       ------------------------------------
                                                                            1997                 1996
                                                                       ----------------     ---------------

Cash flows from operating activities:
<S>                                                                    <C>                  <C>           
   Cash received from tenants...............................           $       695,166      $      658,764
   Cash paid to suppliers...................................                  (247,343)           (372,490)
   Cash paid to affiliates..................................                   (34,327)            (32,309)
   Interest received........................................                     4,998               4,220
   Interest paid............................................                  (164,363)           (175,267)
   Property taxes paid and escrowed.........................                   (46,139)            (53,383)
                                                                        --------------      --------------
Net cash provided by operating activities...................                   207,992              29,535
                                                                        --------------      --------------

Cash flows from investing activities:
   Additions to real estate investments.....................                   (45,834)           (102,003)
                                                                        --------------      --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable................................................                   (24,461)            (22,696)
   Redemption of limited partner units......................                         -              (4,480)
                                                                        --------------      --------------
Net cash used in financing activities.......................                   (24,461)            (27,176)
                                                                        --------------      --------------

Net increase (decrease) in cash and cash
   equivalents..............................................                   137,697             (99,644)

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

Cash and cash equivalents at end of period..................           $       331,509     $       133,578
                                                                        ==============      ==============
</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>
                                                                                 Six Months Ended
                                                                                     June 30,
                                                                       ------------------------------------
                                                                             1997                1996
                                                                       ----------------    ----------------
<S>                                                                    <C>                 <C>             
Net loss....................................................           $       (70,866)    $      (144,155)
                                                                        --------------      --------------

Adjustments to reconcile net loss to net cash provided 
   by operating activities:
   Depreciation.............................................                   139,438             130,536
   Amortization of discount on mortgage
     note payable...........................................                     8,813               8,418
   Changes in assets and liabilities:
     Cash segregated for security deposits..................                      (433)             12,078
     Accounts receivable and other assets...................                    (4,018)              7,329
     Escrow deposits........................................                    45,396             (11,608)
     Accounts payable and accrued expenses..................                    (2,382)            (53,033)
     Accrued property taxes.................................                    17,627              16,610
     Payable to affiliates - General Partner................                    69,141              70,819
     Security deposits and deferred rental
       revenue..............................................                     5,276              (7,459)
                                                                        --------------      --------------
       Total adjustments....................................                   278,858             173,690
                                                                        --------------      --------------

Net cash provided by operating activities...................           $       207,992     $        29,535
                                                                        ==============      ==============
</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)

                                  June 30, 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 six months ended June 30, 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.

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
<PAGE>

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.

The  Partnership  reimburses  McREMI  for  its  costs,  including  overhead,  of
administering the Partnership's affairs.


<PAGE>
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 $165,166 were outstanding at June 30,
1997.

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

                                                        Six Months Ended
                                                             June 30,
                                                      ----------------------
                                                         1997        1996
                                                      ---------    ---------

Property management fees.........................     $  34,417    $  32,272
Charged to general and administrative -
   affiliates:
   Partnership administration....................        29,782       39,927
   Asset management fee..........................        39,269       30,929
                                                       --------     --------

                                                      $ 103,468    $ 103,128
                                                       ========     ========

Payable to affiliates - General Partner at June 30, 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
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
Partnership is unable to obtain additional funds and cannot maintain  operations
at a  level  to pay  operating  expenses  and  debt  service,  Harbour  Club  II
Apartments may ultimately be foreclosed on by the lender.
<PAGE>

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  $207,992  for the first six
months of 1997 as  compared  to $29,535  for the first six  months of 1996.  The
change in cash flow from operations was due to an increase in cash received from
tenants and a decrease in cash paid to suppliers.  See discussion of increase in
rental revenue and decline in Partnership expenses below. Cash paid to suppliers
decreased also due to a receipt of $50,000 for property replacements from escrow
previously  held  by  HUD,  the  former  mortgage  holder  of  Harbour  Club  II
Apartments, in 1997.

Cash used for additions to real estate improvements  totaled $45,834 for the six
months  ended June 30, 1997 as compared to $102,003 for the same period of 1996.
A greater amount was spent at Harbour Club II Apartments for hallway upgrades in
1996.

Scheduled  principal  payments on mortgage note payable  totaled $24,461 for the
six months  ended June 30,  1997 as  compared  to $22,696 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 $4,480 during the first half of 1996.

Short-term liquidity:

At June 30, 1997, the  Partnership  held $331,509 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.

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.



<PAGE>
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.

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.

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 89% at June 30,
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 six 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.







<PAGE>
Harbour Club II Apartments is part (Phase II) 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 an unaffiliated  partnership.  McREMI managed all four phases of the
complex until  December 1992,  when the property  management  agreement  between
McREMI and the unaffiliated partnership was canceled.  Additionally,  in January
1993, Phase I defaulted on its mortgage note. In the beginning of July 1997, the
mortgage note was reinstated after Phase I has made all the delinquent  payments
and late charges. Regular monthly mortgage payments were resumed in July 1997.

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

Revenue:

Total  Partnership  revenues  were  $346,122  and $690,612 for the three and six
months ended June 30, 1997,  respectively,  as compared to $327,778 and $648,787
for the same periods of 1996.

Rental revenue at Harbour Club II Apartments  increased $17,616 and $41,047,  or
5.4% and 6.0%,  for the three and six months ended June 30, 1997,  respectively,
as  compared to the same  periods of 1996.  Increases  in base  rental  rates at
Harbour Club II Apartments were the principal  factor leading to the increase in
rental revenue.

Interest income  increased $729 and $778 for the three and six months ended June
30, 1997,  respectively,  as compared to the same periods of 1996.  The increase
was due to a higher amount of cash available for short-term  investment in 1997.
The Partnership  held $331,000 of cash and cash  equivalents at June 30, 1997 as
compared to $134,000 at June 30, 1996.

Expenses:

Total Partnership  expenses decreased $20,473 and $31,464, or 5.1% and 4.0%, for
the three and six months ended June 30, 1997,  respectively,  as compared to the
same periods of 1996.

Repairs  and  maintenance  decreased  $11,071  and  $7,986 for the three and six
months  ended June 30,  1997,  respectively,  as compared to the same periods of
1996  due to  decreased  replacement  of  floor  coverings  at  Harbour  Club II
Apartments.

Other property operating expenses decreased $3,643 and $8,277 at Harbour Club II
Apartments  for the three and six  months  ended  June 30,  1997,  respectively,
compared to the same  periods 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 $999 and $5,362 for the three and six months  ended June
30, 1996, respectively. No such costs were incurred in 1997.



<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 June 30, 1997.

b)       Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended June 30, 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





August 13, 1997                     By: /s/  Ron K. Taylor
- ----------------                        ----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil 
                                         Investors, Inc.
                                        (Principal Financial Officer)




August 13, 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         331,509
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       6,315,698
<DEPRECIATION>                             (3,054,860)
<TOTAL-ASSETS>                               3,704,571
<CURRENT-LIABILITIES>                                0
<BONDS>                                      3,742,732
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 3,704,571
<SALES>                                        685,614
<TOTAL-REVENUES>                               690,612
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               588,454
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             173,024
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (70,866)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (70,866)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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