FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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, 1997
or
[ ] TRANSITION REPORT PURSUANT TO 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
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(864) 239-1000
(Issuer's telephone number)
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, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 530
Restricted--tenant security deposits 546
Accounts receivable, net of allowance
for doubtful accounts of $31 177
Escrows for taxes 127
Other assets 519
Investment in, and advances of $164 to,
Joint Venture 195
Investment property:
Land $ 3,998
Buildings and related personal property 25,129
29,127
Less accumulated depreciation (16,545) 12,582
$ 14,676
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 93
Due to affiliates 528
Tenant security deposits 548
Other liabilities 442
Notes payable 31,273
Partners' Deficit
General partners $ (497)
Limited partners (39,637 units
issued and outstanding) (17,711) (18,208)
$ 14,676
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,728 $ 1,684 $ 3,397 $ 3,306
Other income 71 106 133 187
Total revenues 1,799 1,790 3,530 3,493
Expenses:
Operating 463 376 910 878
General and administrative 42 47 82 100
Maintenance 197 208 331 353
Depreciation 377 375 750 748
Interest 727 779 1,453 1,559
Property taxes 180 178 359 355
Total expenses 1,986 1,963 3,885 3,993
Loss before equity in income
(loss) of Joint Venture
and casualty gain (187) (173) (355) (500)
Equity in income (loss) of
Joint Venture 76 32 32 (54)
Casualty gain -- 170 -- 170
Net (loss) income $ (111) $ 29 $ (323) $ (384)
Net loss allocated to
general partners (1%) $ (1) $ -- $ (3) $ (4)
Net (loss) income allocated to
limited partners (99%) (110) 29 (320) (380)
Net (loss) income $ (111) $ 29 $ (323) $ (384)
Net (loss) income per limited
partnership unit $ (2.78) $ .73 $ (8.07) $ (9.54)
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, 1996 39,637 $ (494) $ (17,391) $ (17,885)
Net loss for the six months
ended June 30, 1997 -- (3) (320) (323)
Partners' deficit at
June 30, 1997 39,637 $ (497) $ (17,711) $ (18,208)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net loss $ (323) $ (384)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in (income) loss of Joint Venture (32) 54
Depreciation 750 748
Amortization of loan costs 56 42
Casualty gain -- (170)
Change in accounts:
Restricted cash (25) (13)
Accounts receivable (13) (4)
Escrows for taxes 52 (37)
Other assets (1) (7)
Accounts payable (550) (26)
Tenant security deposit liabilities 37 25
Due to affiliates 31 56
Other liabilities 106 275
Net cash provided by operating activities 88 559
Cash flows from investing activities:
Property improvements and replacements (199) (337)
Advances to Joint Venture (7) (117)
Net cash used in investing activities (206) (454)
Cash flows from financing activities:
Distributions to partners -- (24)
Payments on mortgage notes payable (2) (186)
Loan costs (12) (53)
Net cash used in financing activities (14) (263)
Net decrease in unrestricted cash and cash equivalents (132) (158)
Unrestricted cash and cash equivalents at
beginning of period 662 870
Unrestricted cash and cash equivalents at
end of period $ 530 $ 712
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,233 $ 1,261
Interest on notes transferred to notes payable $ -- $ 32
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Angeles Partners XI (the
"Partnership" or "Registrant") 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 Angeles Realty Corporation II (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 and six
month periods ended June 30, 1997, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1997. 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, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - 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, 1997 and 1996 were paid or accrued:
1997 1996
(in thousands)
Property management fees $ 174 $ 171
Reimbursement for services of affiliates,
(Total of $528,000 and $406,000 accrued at
June 30, 1997 and 1996, respectively) 61 56
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.
This working capital loan funded the Partnership's operating deficits in prior
years. This loan, the principal and accrued interest which totaled $1,996,000,
was extinguished with the proceeds from the refinancing of the Partnership's
investment property in December 1996 (See "Note D"). Total debt and accrued
interest forgiven was $296,000. Total interest expense for this loan was
$75,000 for the six months ended June 30, 1996.
The Partnership may make advances to the Princeton Meadows Golf Course Joint
Venture ("Joint Venture") as deemed appropriate by the Managing General Partner.
These advances do not bear interest and do not have stated terms of repayment.
Angeles Mortgage Investment Trust ("AMIT") held notes receivable from the
Partnership of $6,969,000 plus related accrued interest. This indebtedness was
extinguished when the Partnership's investment property was refinanced in
December 1996 (See "Note D"). As a result of the refinance, AMIT forgave
$398,000 of debt and accrued interest. Concurrent with the refinancing, the
Partnership borrowed $875,000 from AMIT, which is secured by the Fox Run
Apartments and the Partnership's general partner interest in the Joint Venture.
Total interest expense to AMIT was $49,000 and $453,000 for the six months ended
June 30, 1997 and 1996, respectively. In addition, AMIT holds a note receivable
from the Joint Venture in the amount of $1,567,000, which is secured by the
Joint Venture's sole investment property known as the Princeton Meadows Golf
Course. Total interest expense was $98,000 and $101,000 for the six months
ended June 30, 1997 and 1996, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. The terms of the Class B Shares provide
that they are convertable, in whole or in part, into Class A Shares on the basis
of 1 Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B Shares so long as AMIT's option is outstanding). These
Class B Shares entitle MAE GP to receive 1% of the distributions of net cash
distributed by AMIT(however, in connection with the settlement agreement
described in the following paragraph, MAE GP has agreed to waive it's right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the
percentage of the vote controlled represented by the shares held by MAE GP
would approximate 1.3% 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 and 1996 annual
meetings 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 as it deems appropriate in the future. In addition, Liquidity Assistance
L.L.C., an affiliate of the Managing General Partner and an affiliate of
Insignia Financial Group, Inc. ("Insignia"), which provides property management
and partnership administration services to the Partnership, owns 96,800 Class A
Shares of AMIT at June 30, 1997. These Class A Shares represent approximately
2.2% of the total voting power of AMIT.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. 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. In connection with such settlement, AMIT delivered to MAE
GP cash in the sum of $250,000 at closing (which occurred April 14, 1995) as
payment for the option. If and when the option is exercised, AMIT will be
required to remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, the result of which is
that MAE GP is permitted 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 is obligated to deliver 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).
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive
merger agreement pursuant to which (subject to shareholder approval and certain
other conditions, including the receipt by AMIT of a fairness opinion from its
investment bankers) AMIT would be merged with and into IPT, with each Class A
Share and Class B Share being converted into 1.625 and 0.0332 common shares of
IPT, respectively. The foregoing exchange ratios are subject to adjustment to
account for dividends paid by AMIT from January 1, 1997, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and MAE
GP (and its affiliates) would own approximately 55% and 2.4%, respectively, of
post-merger IPT when this transaction is consummated.
NOTE C - INVESTMENT IN JOINT VENTURE
The Partnership owns a 41.1% interest in the Joint Venture. The Partnership
accounts for its interest in the Joint Venture using the equity method of
accounting.
The balance sheet of the Joint Venture is summarized as follows:
June 30, 1997
(in thousands)
Assets
Cash $ 232
Other assets 208
Investment property, net 1,894
Total $ 2,334
Liabilities and Partners' Capital
Note payable to AMIT $ 1,567
Other liabilities 690
Partners' capital 77
Total $ 2,334
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
(in thousands) (in thousands)
Revenue $ 545 $ 494 $ 741 $ 609
Costs and expenses (362) (416) (664) (740)
Net income (loss) $ 183 $ 78 $ 77 $ (131)
The Partnership realized equity income of $32,000 and equity loss of $54,000 in
the Joint Venture for the six months ended June 30, 1997 and 1996, 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 field work has been partially completed, with the expected
completion date of field work to be in late 1997. The Managing General Partner
anticipates that the compliance requirements will be satisfied by June 1998.
NOTE D - REFINANCING
In December 1996, the Partnership refinanced the mortgage indebtedness
encumbering its investment property. The total indebtedness refinanced was
$29,897,000. The new indebtedness, in the principal amount of $31,275,000,
carries stated interest rates of 8.32% (1st mortgage), 15.28% (2nd mortgage),
and 11.25% (3rd mortgage). The proceeds from the refinancing enabled the
Partnership to pay off its previous first mortgage and its working capital loan
to AAP (see "Note B"). In addition, the Partnership's previous indebtedness to
AMIT of $6,969,000, which had been in default due to non-payment upon maturity,
was extinguished with the proceeds from the refinancing. The Partnership
recognized a gain of $646,000 upon extinguishment of debt, primarily due to
debt forgiveness. The Partnership capitalized loan costs of $551,000 related
to the refinancing.
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, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Fox Run Apartments 95% 96%
Plainsboro, New Jersey
The Partnership incurred a net loss for the three and six months ended June 30,
1997, of $111,000 and $323,000, respectively, versus net income and net loss for
the three and six months ended June 30, 1996, of $29,000 and $384,000,
respectively. The decrease in net loss for the six months ended June 30, 1997,
as compared to the same period in 1996, is due to an increase in total revenues
and a decrease in total expenses, partially offset by a casualty gain recognized
in 1996.
Fox Run Apartments' increased rental income is the result of increased rental
rates for the six months ended June 30, 1997, versus the six months ended June
30, 1996, which was only partially offset by a slight decrease in average
occupancy. This increase in rental income was partially offset by a decrease in
other income, due to a decrease in lease cancellation fees and utility
collections at Fox Run Apartments. In 1996, the property received a rebate from
the electric company for retrofitting the exterior lighting. The decrease in
general and administrative expenses for the six months ended June 30, 1997, as
compared to the six months ended June 30, 1996, can be attributed to a decrease
in professional fees. Interest expense decreased as a result of the lower
interest rate achieved through the refinance of the debt secured by the Fox Run
Apartments property in December 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, 1997, the
Partnership realized equity in income of the Joint Venture of $76,000 and
$32,000, as compared to equity in income and loss of the Joint Venture of
$32,000 and $54,000, respectively, for the three and six months ended June 30,
1996. The improved performance of this property can be attributed to an
increase in revenue. These revenue increases are the result of maintenance
upgrades at the golf course that have improved the appearance of the property.
The completion of these upgrades in 1996 led to a decrease in expenses for the
six months ended June 30, 1997.
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. At that time, the Managing General Partner estimated the casualty
gain would approximate $170,000.
Included in maintenance expense for the six months ended June 30, 1997, is
$23,000 of major repairs and maintenance mainly comprised of swimming pool
repairs, window coverings and construction oversight costs relating to ongoing
repairs at Fox Run Apartments. For the six months ended June 30, 1996, included
in maintenance expense is $25,000 of major repairs and maintenance mainly
comprised of swimming pool repairs, tennis court repairs and window coverings.
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, 1997, the Partnership held unrestricted cash and cash equivalents of
$530,000, as compared to $712,000 at June 30, 1996. Net cash provided by
operating activities decreased for the first six months of 1997, as compared to
the first six months of 1996, due to a larger decrease in accounts payable.
Payment of utility expenses, loan costs, past due insurance payments, and
deferred liabilities from a casualty, all accrued for at December 31, 1996,
attributed to the large decrease in accounts payable. Net cash used in
investing activities decreased primarily due to a reduction in property
improvements and replacements and a decrease in advances to the Joint Venture.
The decrease in net cash used in financing activities is caused by a decrease in
payments on mortgage notes payable as a result of the refinance (See "Note D")
and the distribution to partners in 1996. The Managing General Partner 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. Additionally, loan costs were incurred in 1997
due to the refinance in 1996.
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. The mortgage
indebtedness of $31,273,000 matures January 2002, at which time the property
will either be sold or refinanced. Future cash distributions will depend on the
levels of net cash generated from operations, refinancings, a property sale and
the availability of cash reserves. Other than the aforementioned distribution
in 1996, the Partnership has made no other distributions during the six months
ended June 30, 1997 or 1996, and the Managing General Partner does not
anticipate that the Partnership will make a distribution in 1997.
PART II - OTHER INFORMATION
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27 is filed as an exhibit to this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1997.
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 8, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XI 1997 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-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 530
<SECURITIES> 0
<RECEIVABLES> 177
<ALLOWANCES> 31
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 29,127
<DEPRECIATION> 16,545
<TOTAL-ASSETS> 14,676
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,273
0
0
<COMMON> 0
<OTHER-SE> (18,208)
<TOTAL-LIABILITY-AND-EQUITY> 14,676
<SALES> 0
<TOTAL-REVENUES> 3,530
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,885
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,453
<INCOME-PRETAX> (323)
<INCOME-TAX> 0
<INCOME-CONTINUING> (323)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (323)
<EPS-PRIMARY> (8.07)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
