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 March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period from .........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)
March 31, 1996
<TABLE>
<CAPTION>
<S>
Assets <C> <C>
Cash and cash equivalents:
Unrestricted $ 612
Restricted--tenant security deposits 513
Accounts receivable, net of allowance of $31 12
Escrow for taxes 113
Restricted escrows 75
Other assets 33
Investment in, and advances of $157 to, Joint Venture 131
Investment properties:
Land $ 3,998
Buildings and related personal property 24,670
28,668
Less accumulated depreciation (14,657) 14,011
$ 15,500
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 136
Due to affiliates 371
Tenant security deposits 507
Other liabilities 857
Notes payable, including $178 in default 30,583
Partners' Deficit
General partners $ (486)
Limited partners (39,842 limited
partnership units issued and outstanding) (16,468) (16,954)
$ 15,500
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 1,622 $ 1,862
Other income 81 79
Total revenues 1,703 1,941
Expenses:
Operating 502 592
General and administrative 53 88
Maintenance 145 150
Depreciation 373 399
Interest 780 847
Property taxes 177 186
Total expenses 2,030 2,262
Loss before equity in loss of
Joint Venture (327) (321)
Equity in loss of Joint Venture (86) (54)
Net loss $ (413) $ (375)
Net loss allocated to general
partners (1%) $ (4) $ (4)
Net loss allocated to limited
partners (99%) (409) (371)
$ (413) $ (375)
Net loss per limited partnership unit $ (10.27) $ (9.31)
See Accompanying Notes to Consolidated Financial Statements
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)
Net loss for the three months
ended March 31, 1996 -- (4) (409) (413)
Partners' deficit at
March 31, 1996 39,842 $ (486) $(16,468) $(16,954)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (413) $ (375)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in loss from Joint Venture 86 54
Depreciation 373 399
Amortization of loan costs and discounts 21 25
Change in accounts:
Restricted cash (2) 1
Accounts receivable 2 (4)
Escrows for taxes -- 53
Other assets (7) 1
Accounts payable (111) (235)
Tenant security deposit liabilities 7 11
Accrued taxes 8 (48)
Due to affiliates 27 33
Other liabilities 233 192
Net cash provided by operating activities 224 107
Cash flows from investing activities:
Deposits to restricted escrows -- (540)
Property improvements and replacements (273) (83)
Advances to Joint Venture (117) --
Net cash used in investing activities (390) (623)
Cash flows used in financing activities:
Payments on mortgage notes payable (92) (102)
Net decrease in cash (258) (618)
Cash and cash equivalents at beginning of period 870 1,606
Cash and cash equivalents at end of period $ 612 $ 988
Supplemental disclosure of cash flow information:
Cash paid for interest $ 632 $ 606
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) ANGELES PARTNERS XI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
The Partnership continues to incur operating losses and is in default on
$178,000 of its unsecured indebtedness, plus related accrued interest of
$228,000, 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
property; however, the Partnership does not have the resources to pay this debt
when it matures in July 1996.
The second and third mortgages secured by Fox Run are held by Angeles Mortgage
Investment Trust ("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 agreement. 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 three month period ended March 31,
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 three months ended March 31, 1996 and 1995, were paid or accrued:
1996 1995
(in thousands)
Property management fees $84 $91
Reimbursement for services of affiliates
(Total of $371 and $306 accrued at
March 31, 1996 and 1995, respectively) 50 34
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 and 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.
Note C - Transactions with Affiliated Parties (continued)
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 March 31, 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. Principal is to be paid the earlier
of i) the availability of funds, ii) the sale of the Partnership's remaining
property, or iii) November 25, 1997. Total interest expense for this loan was
$37,000 and $44,000 for the three months ended March 31, 1996 and 1995,
respectively. There was $91,000 in interest accrued at March 31, 1996.
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 the amount of $1,567,000 at March 31, 1996. In
addition, AMIT provides unsecured financing to the Partnership. Total AMIT
indebtedness, included as a note payable, was $6,985,000 at March 31, 1996.
Unsecured debt of $178,000, provided by AMIT, was in default at March 31, 1996.
Total interest expense on this financing was $225,000 and $162,000 for the three
months ended March 31, 1996 and 1995, respectively. Accrued interest was
$403,000 at March 31, 1996. Interest expense on the debt on the Joint Venture
was $52,000 and $49,000 for the three months ended March 31, 1996 and 1995,
respectively. Accrued interest on the Joint Venture was $19,000 at March 31,
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 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.
Note C - Transactions with Affiliated Parties (continued)
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.
Note D - Investment in Joint Venture
The Partnership owns a 41.1% interest in Princeton Meadows Golf Course Joint
Venture ("Joint Venture"). AMIT currently provides financing on the Joint
Venture, secured by the investment property, in the amount of $1,567,000.
The balance sheet of the Joint Venture is summarized as follows:
March 31, 1996
(in thousands)
Assets
Cash $ 342
Deferred charges and other assets 131
Investment properties, net 1,893
Total $ 2,366
Liabilities and Partners' Deficit
Notes payable to AMIT $ 1,567
Other liabilities 858
Partners' deficit (59)
Total $ 2,366
Note D - Investment in Joint Venture (continued)
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended
March 31,
1996 1995
(in thousands)
Revenue $ 115 $ 105
Costs and expenses (324) (235)
Net loss $ (209) $ (130)
The Partnership's equity interest in the loss of the Joint Venture for the three
months ended March 31, 1996, and March 31, 1995 was $86,000 and $54,000,
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 had not given 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 properties consist of one apartment complex. The
following table sets forth the average occupancy of the property for the three
months ended March 31, 1996 and 1995:
Average
Occupancy
1996 1995
Fox Run Apartments
Plainsboro, New Jersey 95% 96%
The Partnership incurred a net loss of $413,000 for the three months ended March
31, 1996, as compared to a net loss of $375,000 for the three months ended March
31, 1995. The increase in the net loss is primarily due to the increased equity
in loss of the Joint Venture (see discussion below).
In September 1995, Harbour Landing Apartments was sold to an unaffiliated third
party. As a result of this sale, there was an overall decrease in rental income
and operating, maintenance, depreciation, interest and property tax expense for
the first three months of 1996 versus the first three months of 1995. Fox Run
Apartments experienced slightly higher average rent per unit which was partially
offset by a slight decrease in average occupancy. The decrease in general and
administrative expenses for the three months ended March 31, 1996, as compared
to the three months ended March 31, 1995, can be attributed to decreases in
professional and administrative expenses. The decreases in expenses as a result
of the sale were partially offset by an increase in maintenance and depreciation
expense. Maintenance expense increased at Fox Run Apartments due primarily to
snow removal costs associated with the more severe winter of 1996. Depreciation
increased at Fox Run Apartments due to the completion of certain property
improvements after March 31, 1995.
The Partnership has a 41.1% investment in the Princeton Meadows Golf Course
Joint Venture. For the three months ended March 31, 1996, the Partnership
realized equity in loss of the Joint Venture of $86,000 as compared to $54,000
for the three months ended March 31, 1995. The increased loss at Princeton
Meadows Golf Course can be attributed to an increase in bad debt, insurance, and
maintenance and repairs expense. The property's environmental issues (See "Note
D - Investment in Joint Venture") necessitated a purchase of new insurance. The
golf course also implemented a preventive maintenance program and repairs were
made to the cart paths and course.
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
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain this plan.
At March 31, 1996, the Partnership had unrestricted cash of $612,000 as compared
to $988,000 at March 31, 1995. Net cash provided by operating activities for
in expenses by increasing rents and maintaining a high overall occupancy level.
the first three months of 1996 increased as compared to the first three months
of 1995 due to a smaller decrease in accounts payable and a larger increase in
other liabilities. Net cash used in investing activities decreased primarily
due to no deposits being made to restricted escrows in the three months ended
March 31, 1996. This was offset by an increase in cash used for property
improvements and replacements relating to a vinyl siding project at Fox Run
Apartments. Also, there were advances to the joint venture in the first three
months of 1996. The decrease in payments on mortgage notes payable resulted
from the pay-off of the Harbour Landing mortgage in September 1995, as a result
of the sale of this investment property.
The Partnership continues to incur operating losses and is in default on
$178,000 of its unsecured indebtedness, plus related accrued interest of
$228,000, 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
property; however, the Partnership does not have the resources to pay this debt
when it matures in July 1996.
The second and third mortgages secured by Fox Run 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 agreement.
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. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. As mentioned
previously, $178,000 unsecured debt of the Partnership is in default due to non-
payment upon maturity. The remaining indebtedness of $30,405,000 ranges from
interest only to an amortization period of 30 years with maturity dates ranging
from July 1996 to November 1997, during which $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 sales and the
availability of cash reserves.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Angeles Mortgage Investment Trust ("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 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 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, 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.
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:
None.
b) Reports on Form 8-K:
None filed during the three months ended March 31, 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: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XI 1996 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 612
<SECURITIES> 0
<RECEIVABLES> 12
<ALLOWANCES> 31
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 28,668
<DEPRECIATION> 14,657
<TOTAL-ASSETS> 15,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,583
0
0
<COMMON> 0
<OTHER-SE> (16,954)
<TOTAL-LIABILITY-AND-EQUITY> 15,500
<SALES> 0
<TOTAL-REVENUES> 1,703
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,030
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 780
<INCOME-PRETAX> (413)
<INCOME-TAX> 0
<INCOME-CONTINUING> (413)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (413)
<EPS-PRIMARY> (10.27)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
