FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-11766
ANGELES PARTNERS XI
(Exact name of small business issuer as specified in its charter)
California 95-3788040
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS XI
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1996
<TABLE>
<CAPTION>
<S>
Assets <C> <C>
Cash and cash equivalents:
Unrestricted $ 712
Restricted--tenant security deposits 524
Accounts receivable 188
Escrows for taxes 150
Restricted escrows 75
Other assets 65
Investment in, and advances of $157 to,
joint venture 163
Investment properties:
Land $ 3,998
Buildings and related personal property 24,734
28,732
Less accumulated depreciation (15,032) 13,700
$ 15,577
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 82
Due to affiliates 406
Tenant security deposits 525
Other liabilities 1,008
Notes payable, including $178 in default 30,505
Partners' Deficit
General partners' $ (486)
Limited partners' (39,842 units
issued and outstanding) (16,463) (16,949)
$ 15,577
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,684 $ 1,894 $ 3,306 $ 3,756
Other income 106 87 187 166
Total revenues 1,790 1,981 3,493 3,922
Expenses:
Operating 376 589 878 1,181
General and administrative 47 52 100 140
Maintenance 208 199 353 350
Depreciation 375 408 748 807
Interest 779 845 1,559 1,691
Property taxes 178 173 355 359
Total expenses 1,963 2,266 3,993 4,528
Loss before equity in income
(loss) of joint venture
and casualty gain (173) (285) (500) (606)
Equity in income (loss) of
joint venture 32 7 (54) (47)
Casualty gain 170 -- 170 --
Net income (loss) $ 29 $ (278) $ (384) $ (653)
Net income (loss) allocated to
general partners (1%) $ -- $ (3) $ (4) $ (7)
Net income (loss) allocated to
limited partners (99%) 29 (275) (380) (646)
Net income (loss) $ 29 $ (278) $ (384) $ (653)
Net income (loss) per limited
partnership unit $ .73 $ (6.90) $ (9.54) $(16.21)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) ANGELES PARTNERS XI
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 40,000 $ 30 $ 40,000 $ 40,030
Partners' deficit at
December 31, 1995 39,842 $ (482) $(16,059) $(16,541)
Distributions to partners -- -- (24) (24)
Net loss for the six months
ended June 30, 1996 -- (4) (380) (384)
Partners' deficit at
June 30, 1996 39,842 $ (486) $(16,463) $(16,949)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (384) $ (653)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in loss of joint venture 54 47
Depreciation 748 807
Amortization of loan costs 42 50
Casualty gain (170) --
Change in accounts:
Restricted cash (13) (28)
Accounts receivable (4) 12
Escrows for taxes (37) 34
Other assets (7) (13)
Accounts payable (26) (405)
Tenant security deposit liabilities 25 27
Due to affiliates 56 67
Other liabilities 275 558
Net cash provided by operating activities 559 503
Cash flows from investing activities:
Property improvements and replacements (337) (660)
Deposits to restricted escrows -- (540)
Withdrawals from restricted escrows -- 540
Advances to joint venture (117) --
Net cash used in investing activities (454) (660)
Cash flows from financing activities:
Distributions to partners (24) --
Payments on mortgage notes payable (186) (207)
Loan costs (53) --
Net cash used in financing activities (263) (207)
Decrease in cash (158) (364)
Cash and cash equivalents at beginning of period 870 1,605
Cash and cash equivalents at end of period $ 712 $ 1,241
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,261 $ 1,215
Property improvements and replacements included
in accounts payable $ -- $ 139
Interest on notes transferred to notes payable $ 32 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) ANGELES PARTNERS XI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
Angeles Partners XI (the "Partnership") continues to incur operating losses and
is in default on $178,000 of its unsecured indebtedness, plus related accrued
interest of $243,000, due to its inability to make interest and principal
payments when due. The Partnership has extended the maturity date on its first
mortgage debt secured by the Fox Run Apartments property, in the principal
amount of $21,706,000, to October 1996. The Partnership is current on its first
mortgage; however, the Partnership does not have the resources to pay this debt
when it matures.
The second mortgages secured by Fox Run Apartments, in the principal
amount of $6,823,000, are held by Angeles Mortgage Investment Trust ("AMIT").
Angeles Realty Corporation II (the "Managing General Partner") has negotiated
amendments to these mortgages which now require interest only payments based on
an 8% pay rate with interest continuing to accrue at the original rates of 11.5%
and 12.5% as per the note agreements. The principal amount of this debt and
accrued interest is due in September 1996.
The Managing General Partner is conducting negotiations to refinance the first
and second mortgages prior to maturity, however, there is no assurance that
these negotiations will be successful.
As a result of a significant portion of the debt being in default or maturing in
1996, there is substantial doubt about the Partnership's ability to continue as
a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or amounts or classification of liabilities that may result from the
outcome of these uncertainties.
Note B - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the Managing General Partner, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended June 30, 1996,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the fiscal year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following expenses owed to the Managing General Partner and affiliates
during the six month periods ended June 30, 1996 and 1995 were paid or accrued:
1996 1995
(in thousands)
Property management fees $171 $189
Reimbursement for services of affiliates,
(Total of $407,000 accrued at June 30, 1996) 82 68
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited
partner of AAP. Angeles Acceptance Directives, Inc. ("AAD"), an affiliate of the
Managing General Partner, was, until April 14, 1995, the 1% General Partner of
AAP. On April 14, 1995, as part of a settlement of claims between affiliates of
the Managing General Partner and Angeles, AAD resigned as general partner of AAP
and simultaneously received a 1/2% limited partner interest in AAP. An
affiliate of Angeles now serves as the general partner of AAP.
This working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was $1,797,000
at June 30, 1996, with monthly interest only payments at prime. A principal
payment was made in September 1995 in the amount of $194,000 from the proceeds
of the sale of Harbour Landing Apartments. The remaining principal balance is
to be paid the earlier of i) the availability of funds, ii) the sale of the
remaining property owned by the Partnership, or iii) November, 1997. Total
interest expense for this loan was $75,000 and $88,000 for the six months ended
June 30, 1996 and 1995, respectively. There was $128,000 of interest payable
accrued at June 30, 1996.
Note C - Transactions with Affiliated Parties (continued)
AMIT currently provides secondary financing secured by the Partnership's
investment property, the Fox Run Apartments and the Joint Venture, which is
secured by the Joint Venture's sole investment property known as the Princeton
Meadows Golf Course. In addition, AMIT provides unsecured financing to the
Partnership. Total AMIT indebtedness, included as a note payable, was
$7,002,000 at June 30, 1996. Unsecured debt of $178,000, provided by AMIT, was
in default at June 30, 1996. Total interest expense on this financing was
$453,000 and $325,000 for the six months ended June 30, 1996 and 1995,
respectively. Accrued interest payable was $479,000 at June 30, 1996. Interest
expense on the debt on the Joint Venture was $101,000 for each of the six months
ended June 30, 1996 and 1995. Accrued interest on the Joint Venture was $19,000
at June 30, 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed to AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP has declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, which is the date of execution of a definitive
Settlement Agreement, have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Note C - Transactions with Affiliated Parties (continued)
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Note D - Investment in Joint Venture
The Partnership owns a 41.1% interest in Princeton Meadows Golf Course Joint
Venture ("Joint Venture").
The balance sheet of the Joint Venture is summarized as follows:
June 30, 1996
(in thousands)
Assets
Cash $ 292
Deferred charges and other assets 163
Investment properties, net 1,911
Total $ 2,366
Liabilities and Partners' Capital
Notes payable to AMIT $ 1,567
Other liabilities 781
Partners' capital 18
Total $ 2,366
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
(in thousands) (in thousands)
Revenue $ 494 $ 379 $ 609 $ 484
Costs and expenses (416) (363) (740) (598)
Net income (loss) $ 78 $ 16 $(131) $(114)
The Partnership's equity interest in the loss of the Joint Venture for the six
months ended June 30, 1996, and June 30, 1995, was $54,000 and $47,000,
respectively.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP"). The Joint Venture notified DEP of the
findings when they were first discovered. However, DEP did not give any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up. The Joint Venture has recorded a
liability of $199,000 for the costs of the clean-up. The contracts have been
executed and work has commenced with the expected completion date to be sometime
in late 1996. The Managing General Partner believes the liability recorded is
sufficient to cover all costs associated with this incident.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for the six
months ended June 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Fox Run Apartments
Plainsboro, New Jersey 96% 96%
The Partnership generated net income and net loss for the three and six months
ended June 30, 1996, of $29,000 and $384,000, respectively, versus a net loss
for the three and six months ended June 30, 1995, of $278,000 and $653,000,
respectively. The increase in net income, and decrease in net loss, for the
three and six months ended June 30, 1996, versus the three and six months ended
June 30, 1995, is primarily attributable to a casualty gain, which resulted from
a fire at Fox Run Apartments. In addition, the sale of Harbour Landing
Apartments in September 1995 contributed to the above changes in net income and
net loss.
As a result of the sale of Harbour Landing Apartments, there was an overall
decrease in rental income for the three and six months ended June 30, 1996,
versus the three and six months ended June 30, 1995. This was partially offset
by an increase in rental income at Fox Run Apartments. While average occupancy
remained constant at Fox Run Apartments, there was a slightly higher average
rent per unit. Other income increased due to an increase in lease cancellation
fees at Fox Run Apartments. The sale of Harbour Landing Apartments resulted in
a decrease in operating, maintenance, depreciation and interest expense for the
three and six months ended June 30, 1996, as compared to the three and six
months ended June 30, 1995. The decreases in expenses as a result of the sale
were partially offset by increases in maintenance and depreciation expense at
Fox Run Apartments. Maintenance expense increased at Fox Run Apartments due
primarily to snow removal costs associated with the more severe winter of 1996.
There were also extensive swimming pool repairs. Depreciation expense increased
at Fox Run Apartments due to the completion of certain property improvements in
1995 and in the first six months of 1996.
The Partnership has a 41.1% investment in the Princeton Meadows Golf Course
Joint Venture. For the three and six months ended June 30, 1996, the
Partnership realized equity in income and equity in loss of the Joint Venture
of $32,000 and $54,000, respectively, as compared to an equity in income and
equity in loss of the Joint Venture of $7,000 and $47,000 for the three and six
months ended June 30, 1995, respectively. The loss for the six months ended
June 30, 1996, can be attributed to an increase in bad debt and maintenance
expense. The golf course has implemented a preventative maintenance program and
repairs were made to the cart paths and course in an effort to enhance the
appeal of the course and thereby increase revenue.
During the second quarter of 1996, there were two separate fires at Fox Run
Apartments. Sixteen units received extensive damage, while four were completely
destroyed. The insurance proceeds to be received are estimated at $170,000.
The destroyed units had an immaterial net book value, resulting in a casualty
gain of $170,000.
The Managing General Partner continues to monitor the rental market environment
at its investment property to assess the feasibility of increasing rents, to
maintain or increase the occupancy level and to protect the Partnership from
increases in expense. The Managing General Partner expects to be able, at a
minimum, to continue protecting the Partnership from inflation-related increases
in expenses by increasing rents and maintaining a high overall occupancy level.
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain this plan.
At June 30, 1996, the Partnership had unrestricted cash of $712,000 as compared
to $1,241,000 at June 30, 1995. Net cash provided by operating activities for
the first six months of 1996 increased as compared to the first six months of
1995 due to a lesser decrease in accounts payable offset in part by a lesser
increase in other liabilities. Net cash used in investing activities decreased
primarily due to a reduction in property improvements in 1996. This reduction
was partially offset by advances to the Joint Venture in the first six months of
1996. Net cash used in financing activities increased due to additional loan
costs incurred relating to the possible refinancing of Fox Run Apartments. This
was partially offset by a decrease in payments on mortgage notes payable,
resulting from the pay-off of the debt secured by Harbour Landing Apartments in
September 1995, as a result of the sale of this investment property. The
Managing General Partner, in its fiduciary responsibility to the limited
partners, also paid a distribution in the form of a withholding tax imposed by
the state of South Carolina on the taxable income of non-resident limited
partners. This tax amounted to $24,000 during 1996.
The Partnership continues to incur operating losses and is in default on
$178,000 of its unsecured indebtedness, plus related accrued interest of
$243,000, due to its inability to make interest and principal payments when
due. The Partnership is current on its first mortgage secured by the Fox Run
Apartments property; however, the Partnership does not have the resources to pay
this debt when it becomes due. The Partnership has been granted a three month
extension and the debt now matures in October 1996.
The second mortgages secured by Fox Run Apartments property are held by AMIT.
The Managing General Partner has negotiated amendments to these mortgages which
now require interest only payments based on an 8% pay rate with interest
continuing to accrue at the original rates of 11.5% and 12.5% as per the note
agreements. The principal amount of this debt and accrued interest is due in
September 1996.
The Managing General Partner is conducting negotiations to refinance the first
and second mortgages prior to maturity, however, there is no assurance that
these negotiations will be successful.
As a result of a significant portion of the debt being in default or maturing in
1996, there is substantial doubt about the Partnership's ability to continue as
a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or amounts or classification of liabilities that may result from the
outcome of these uncertainties.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. As mentioned previously, $178,000
in unsecured debt of the Partnership is in default due to non-payment upon
maturity. The remaining indebtedness of $30,327,000 ranges from interest only
to an amortization period of 30 years with maturity dates ranging from September
1996 to November 1997, during which time $30,344,000 of balloon payments are
due. The Managing General Partner is currently negotiating the refinancing of
this indebtedness, however, there are no certainties that the refinancing will
be successful. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sale and the availability of
cash reserves.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
AMIT, a real estate investment trust, made a loan to the Joint Venture in
September 1991 in the amount of $1,280,000, secured by the Joint Venture's real
property known as Princeton Meadows Golf Course. The Partnership believed that
the loan was a non-recourse obligation. AMIT asserted that this loan was
recourse by virtue of an amendment purportedly entered into as of November 1,
1992, but which the Partnership has been informed and believes was actually
executed in December 1992 ("Note Modification"). The Partnership has been
further informed and believes that the amendment was executed at the direction
of Angeles Corporation ("Angeles") by an individual in his purported capacity as
an officer of the Managing General Partner of the Partnership and the Joint
Venture at a time when such person was not in fact an officer of such entities.
Accordingly, the Partnership and the Joint Venture filed Proofs of Claim in the
Angeles bankruptcy proceeding with respect to the purported amendment.
Additionally, the Partnership and the Joint Venture filed a Proof of Claim in
the Angeles Funding Corporation and Angeles Real Estate Corporation bankruptcy
proceedings on similar grounds. Both Angeles Funding Corporation and Angeles
Real Estate Corporation are affiliates of Angeles. In addition, Angeles has
agreed to cooperate with the Partnership and the Joint Venture in any action
commenced by or against them by AMIT asserting that the $1,280,000 obligation
owed to AMIT is recourse to the Partnership. Angeles further agreed to waive
the attorney-client privilege with respect to any information relating to the
Note Modification. Accordingly, the Partnership and the Joint Venture withdrew
their Proofs of Claim on August 9, 1995.
MAE GP, an affiliate of the Managing General Partner, owns 1,675,113 Class B
Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole
or in part, into Class A Shares on the basis of 1 Class A Share for every 49
Class B Shares. These Class B Shares entitle MAE GP to receive 1.2% of the
distributions of net cash distributed to AMIT. These Class B Shares also
entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP
to vote approximately 37% of the total shares (unless and until converted to
Class A Shares at which time the percentage of the vote controlled represented
by the shares held by MAE GP would approximate 1.2% of the vote). Between the
date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE
GP declined to vote these shares. Since that date, MAE GP voted its shares at
the 1995 annual meeting in connection with the election of trustees and other
matters. MAE GP has not exerted, and continues to decline to exert, any
management control over or participate in the management of AMIT. MAE GP may
choose to vote these shares in the future. In addition, LAC, an affiliate of
the Managing General Partner and an affiliate of Insignia Financial Group, Inc.,
which provides property management and partnership administration services to
the Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares
entitle LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
The Registrant is unaware of any other pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition, or
operations of the Partnership.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XI
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: August 6, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XI 1996 Second Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000702986
<NAME> ANGELES PARTNERS XI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 712
<SECURITIES> 0
<RECEIVABLES> 188
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 28,732
<DEPRECIATION> 15,032
<TOTAL-ASSETS> 15,577
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,505
0
0
<COMMON> 0
<OTHER-SE> (16,949)
<TOTAL-LIABILITY-AND-EQUITY> 15,577
<SALES> 0
<TOTAL-REVENUES> 3,493
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,993
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,559
<INCOME-PRETAX> (384)
<INCOME-TAX> 0
<INCOME-CONTINUING> (384)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (384)
<EPS-PRIMARY> (9.54)<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2> Multipler is 1.
</FN>
</TABLE>
