FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from to
Commission file number 0-11766
ANGELES PARTNERS XI
(Name of small business issuer in its charter)
California 95-3788040
(State or other jurisdiction of (I.R.S. 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].
State issuer's revenues for its most recent fiscal year. $7,160,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the Registrant's partnership interests is not available.
Should a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Angeles Partners XI (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to the Agreement of Limited Partnership dated February 14, 1983,
and amended on April 4, 1983 ("Agreement"). The Partnership's Managing General
Partner is Angeles Realty Corporation II ("ARC II" or the "Managing General
Partner"), a California corporation and wholly-owned subsidiary of MAE GP
Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which is an affiliate of Insignia Financial
Group, Inc. ("Insignia"). Thus the Managing General Partner is now a wholly-
owned subsidiary of IPT. The Elliott Accommodation Trust, the Elliott Family
Partnership, Ltd. and ARC II/AREMCO Partners, Ltd., are the Non-Managing General
Partners. The Managing General Partner and the Non-Managing General Partners
are herein collectively referred to as the "General Partners".
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders.
If the closing occurs, AIMCO will then control the General Partner of the
Partnership.
The Partnership, through its public offering of Limited Partnership Units, sold
40,000 units aggregating $40,000,000. The General Partner contributed capital
in the amount of $30,000 for a 1% interest in the Partnership. The Partnership
was formed for the purpose of acquiring fee interests in various types of real
property. The Managing General Partner of the Partnership intends to maximize
the operating results and, ultimately, the net realizable value of the
Partnership's remaining property in order to achieve the best possible return
for the investors. Such results may best be achieved through a property sale,
refinancing, debt restructuring or relinquishment of the asset. The Managing
General Partner intends to evaluate its holding periodically to determine the
most appropriate strategy for the asset. The Managing General Partner's policy
is to only commit cash from operations and financing secured by the real
property to support operations, capital improvements and repayment of debt.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The Non-Managing General Partners and
the Limited Partners have no right to participate in the management or conduct
of such business and affairs. Insignia Residential Group, L.P., an affiliate of
Insignia, provides day-to-day property management services to the investment
property.
The business in which the Partnership is engaged is highly competitive. The
investment property is located in Plainsboro, New Jersey and, accordingly,
competes for rentals not only with similar projects in its immediate area, but
with hundreds of similar projects throughout the urban area. Such competition
is primarily on the basis of location, rents, services and amenities. In
addition, the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts
and financial institutions) with respect to the sale of improved real
properties, primarily on the basis of the prices and terms of such
transactions.
ITEM 2. DESCRIPTION OF PROPERTY:
The following table sets forth the Partnership's investment in property:
Date of
Property Purchase Type of Ownership Use
Fox Run Apartments 5/27/83 Fee ownership subject Residential Rental
to first and second 776 units
mortgages
The Partnership also has a 41.1% investment in the Princeton Meadows Golf Course
Joint Venture ("Joint Venture"). The Partnership entered into a General
Partnership Agreement with Angeles Income Properties, Ltd. II and Angeles
Partners XII, both of which are California partnerships and affiliates of the
Managing General Partner, to form the Joint Venture. The property owned by the
Joint Venture, as of December 31, 1997, is summarized as follows:
Date of
Property Purchase Type of Ownership Use
Princeton Meadows Golf Course 7/26/91 Fee ownership, subject Golf Course
to a first mortgage
Princeton Meadows Golf Course is accounted for by the Partnership on the equity
method of accounting in accordance with its ownership percentage and is
included in "Item 7. Financial Statements" on the balance sheet as an
"Investment in joint venture".
SCHEDULE OF PROPERTY:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Fox Run Apartments $ 29,142 $ 17,148 5-20 yrs S/L $ 8,421
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Fox Run Apartments
1st mortgage $ 28,000 8.32% 27 years (1) 1/2002 $ 26,916
2nd mortgage 2,400 15.29% 15 years (1) 1/2002 2,192
3rd mortgage (2) 872 11.25% 30 years 1/2002 852
Total $ 31,272 $ 29,960
1) Interest only payments, until February 1999, at which time the monthly
payment will be increased to include principal and interest.
2) Payable to Angeles Mortgage Investment Trust ("AMIT). This note is also
collateralized by the Partnership's general partner interest in the Joint
Venture.
Average annual rental rates and occupancy for 1997 and 1996 for the property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Fox Run Apartments $9,212/unit $8,919/unit 96% 95%
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. The investment property of the Partnership is subject to
competition from other residential apartment complexes in the area. The
Managing General Partner believes that this property is adequately insured.
The multi-family residential property's lease terms are for one year or less.
No residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1997 were:
(dollar amounts in thousands)
1997 1997
Billing Rate
Fox Run Apartments $ 762 2.5%
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 40,000 Limited
Partnership Units during its offering period through February 1982, and
currently has 39,637 Limited Partnership Units outstanding held by 3,996 Limited
Partners of record. In 1996, the number of Limited Partnership Units decreased
by 205 units due to Limited Partners abandoning their units. In abandoning his
or her Limited Partnership Unit(s), a Limited Partner relinquishes all right,
title and interest in the Partnership as of the date of abandonment. There is
no intention to sell additional Limited Partnership Units nor is there an
established market for these Units.
During 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. There were no distributions made during 1997.
Future distributions will be dependent on the levels of net cash generated from
operations, refinancings, a property sale and the availability of cash reserves.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership recognized a net loss of approximately $673,000 for the year
ended December 31, 1997, as compared to net loss of approximately $1,320,000 for
the year ended December 31, 1996. The decrease in net loss is due to an increase
in rental income and a decrease in total expenses, partially offset by a gain on
extinguishment of debt recognized in 1996.
Fox Run Apartments' increased rental income is the result of increased rental
rates and a slight increase in occupancy for the year ended December 31, 1997,
versus the year ended December 31, 1996. The 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 expense is a
result of the payment of a franchise tax by the Partnership upon the creation of
a new lower tier entity as a result of the refinance in 1996 (see discussion
below). Operating expense decreased at Fox Run Apartments due to extensive
swimming pool repairs, parking lot repairs and exterior building improvements
completed in 1996. Also the severe winter of 1996 led to excessive snow removal
costs in 1996. Interest expense decreased as a result of the lower interest rate
achieved through the refinance of the debt secured by Fox Run Apartments in
December 1996.
As mentioned previously, the Partnership has a 41.1% investment in the Princeton
Meadows Golf Course Joint Venture. For 1997, the Partnership realized equity in
income of the Joint Venture of approximately $38,000 versus equity in loss of
the Joint Venture of approximately $62,000 in 1996 (see "Item 7." "Note B -
Investment in Joint Venture"). The increased income for the year ended December
31, 1997, versus the year ended December 31, 1996, can be primarily attributed
to an increase in revenue and a slight decrease in expenses. The revenues
increase can be attributed to maintenance upgrades at the golf course that have
improved the appearance of the property. The decrease in expense can be
attributed to the use of leased equipment which has lowered repair and
maintenance costs and the completion of landscaping and repairs that have
improved the appeal of the golf course.
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. As a result of the fires, the Partnership recognized a casualty gain
of approximately $25,000.
In October, 1997, there was a fire at Fox Run Apartments that completely
destroyed the clubhouse and office. After receiving an advance of $50,000, the
remaining insurance proceeds are estimated to be approximately $300,000. Total
insurance proceeds are estimated to cover the cost of replacement of the assets.
In December 1996, the Partnership refinanced the mortgages and indebtedness
encumbering its investment property. The total indebtedness refinanced was
approximately $29,897,000. The new indebtedness in the principal amount of
approximately $31,275,000 carries stated interest rates of 8.32% (1st mortgage),
15.29% (2nd mortgage), and 11.25% (3rd mortgage). The proceeds from the
refinancing enabled the Partnership to pay off its previous 1st mortgage and its
working capital loan from Angeles Acceptance Pool, L.P. (see "Note E" to the
financial statements included in "Item 7."). In addition, the Partnership's
previous indebtedness to AMIT of approximately $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 approximately
$646,000 upon extinguishment of debt, primarily due to debt forgiveness.
Additionally, the Partnership capitalized loan costs of approximately $551,000
related to the refinancing.
Included in operating expense is approximately $36,000 of major repairs and
maintenance comprised mainly of swimming pool repairs, window coverings and
construction oversight costs related to the ongoing projects at Fox Run
Apartments for the year ended December 31, 1997. Included in operating expense
for the year ended December 31, 1996, is approximately $111,000 of major repairs
and maintenance mainly comprised of parking lot repairs and swimming pool
repairs.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment property to
assess the feasibility of increasing rent, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of approximately $746,000 at
December 31, 1997, versus approximately $662,000 at December 31, 1996. For the
year ended December 31, 1997, there was an increase in net cash of approximately
$84,000 compared to a decrease of approximately $208,000 for the year ended
December 31, 1996. Net cash provided by operating activities increased for
1997, as compared to 1996, primarily due to the decrease in net loss, as
described above, and an increase in other liabilities, offset by a decrease in
accounts payable. The increase in other liabilities is attributable to an
increase in accrued interest relating to the new mortgage indebtedness on Fox
Run Apartments. A full month of interest is accrued at December 31, 1997,
whereas only nine days interest is accrued at December 31, 1996 as the
refinancing closed on December 23, 1996. 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 in 1997. 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. Net cash used in financing
activities for the year ended December 31, 1997, was minimal, as compared to net
cash provided by financing activities for the year ended December 31, 1996,
resulting from the proceeds received from the refinance of the mortgage
encumbering Fox Run Apartments in 1996, net of repayment of the existing
indebtedness and loan costs of the new indebtedness. The refinance also
resulted in a decrease in payments on mortgage notes payable as the first and
second mortgages require payments of interest only until February 1999. During
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.
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 approximately $31,272,000 matures January 2002, at which time
the property will either be sold or refinanced. Balloon payments due at
maturity total approximately $29,960,000. 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
years ended December 31, 1997 or 1996. The Managing General Partner is
evaluating the feasibility of a distribution in 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS XI
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young, LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and
1996
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
1996
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners XI
We have audited the accompanying balance sheet of Angeles Partners XI at
December 31, 1997, and the related consolidated statements of operations,
changes in partners' deficit and cash flows for each of the two years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Partners
XI at December 31, 1997, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 25, 1998,
except for Note H, as to which the date is
March 17, 1998
ANGELES PARTNERS XI
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 746
Receivables and deposits 859
Other assets 473
Investment in, and advances of $164 to,
joint venture (Note B) 201
Investment property (Notes C and F):
Land $ 3,998
Buildings and related personal property 25,144
29,142
Less accumulated depreciation (17,148) 11,994
$ 14,273
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 115
Due to affiliates (Note E) 470
Tenant security deposits 541
Other liabilities 433
Notes payable, (Notes C, E and F) 31,272
Partners' Deficit
General partners $ (501)
Limited partners (39,637 units
issued and outstanding) (18,057) (18,558)
$ 14,273
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 6,877 $ 6,598
Other income 283 342
Casualty gain (Note H) -- 25
Total revenues 7,160 6,965
Expenses:
Operating 2,497 2,595
General and administrative 179 343
Depreciation 1,516 1,511
Interest 2,917 3,703
Property taxes 762 717
Total expenses 7,871 8,869
Equity in income (loss) of joint venture (Note B) 38 (62)
Loss before extraordinary item (673) (1,966)
Extraordinary item-gain on extinguishment of
debt (Note C) -- 646
Net loss $ (673) $ (1,320)
Net loss allocated to general partners (1%) $ (7) $ (13)
Net loss allocated to limited partners (99%) (666) (1,307)
Net loss $ (673) $ (1,320)
Per limited partnership unit:
Loss before extraordinary item $ (16.81) $ (48.85)
Extraordinary item -- 16.05
Net loss $ (16.81) $ (32.80)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 40,000 $ 30 $ 40,000 $ 40,030
Partners' deficit at
December 31, 1995 39,842 $ (481) $ (16,060) $ (16,541)
Distributions to partners -- -- (24) (24)
Net loss for the year
ended December 31, 1996 -- (13) (1,307) (1,320)
Abandonment of limited
Partnership units (Note G) (205) -- -- --
Partners' deficit at
December 31, 1996 39,637 (494) (17,391) (17,885)
Net loss for the year
ended December 31, 1997 -- (7) (666) (673)
Partners' deficit at
December 31, 1997 39,637 $ (501) $ (18,057) $ (18,558)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (673) $ (1,320)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in (income) loss of joint venture (38) 62
Depreciation 1,516 1,511
Amortization of loan costs 122 42
Extraordinary item - gain on extinguishment of debt -- (646)
Casualty gain -- (25)
Change in accounts:
Receivables and deposits 16 (87)
Other assets (21) (6)
Accounts payable (518) 411
Tenant security deposit liabilities 30 11
Due to affiliates (28) 148
Other liabilities 88 (106)
Net cash provided by (used in) operating activities 494 (5)
Cash flows from investing activities:
Property improvements and replacements (438) (533)
Advances to joint venture (7) (118)
Withdrawals from restricted escrows -- 75
Net proceeds from casualty 50 --
Net cash used in investing activities (395) (576)
Cash flows from financing activities:
Proceeds of mortgage notes payable -- 31,275
Repayments of mortgage notes payable -- (29,897)
Payments on mortgage notes payable (3) (381)
Loan costs paid (12) (600)
Distributions to partners -- (24)
Net cash (used in) provided by financing activities (15) 373
Increase (decrease) in cash and cash equivalents 84 (208)
Cash and cash equivalents at beginning of period 662 870
Cash and cash equivalents at end of period $ 746 $ 662
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,631 $ 3,826
Interest transferred to mortgage notes payable $ -- $ 50
<FN>
At December 31, 1996, in connection with fires at Fox Run Apartments, accounts
receivable and accounts payable were adjusted by $139,000 and $114,000,
respectively, for non-cash activity.
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS XI
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Partners XI (the "Partnership" or "Registrant") is a
California limited partnership organized on February 14, 1983, to acquire and
operate residential and commercial real estate properties. The Partnership's
Managing General Partner is Angeles Realty Corporation II ("ARC II" or the
"Managing General Partner"), an affiliate of Insignia Financial Group, Inc.
("Insignia") and a wholly-owned subsidiary of MAE GP Corporation ("MAE GP").
Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust
("IPT"), which is an affiliate of Insignia. Thus the Managing General Partner
is now a wholly-owned subsidiary of IPT. The Elliott Accommodation Trust, the
Elliott Family Partnership, Ltd. and ARC II/AREMCO Partners, Ltd. are the Non-
Managing General Partners. The Managing General Partner and the Non-Managing
General Partners are herein collectively referred to as the "General Partners".
As of December 31, 1997, the Partnership operates one residential property
located in Plainsboro, New Jersey.
Principles of Consolidation: The Partnership's financial statements include the
accounts of Fox Run AP XI, L.P., and Fox Run GP, L.P., of which the Partnership
owns 99% limited partnership interests. The Partnership may remove the General
Partner of Fox Run AP XI, L.P. and Fox Run GP, L.P.; therefore, these
partnerships are controlled and consolidated by the Partnership. All
interpartnership balances have been eliminated.
Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds, and certificates of deposit with original maturities of less than 90
days. At certain times, the amount of cash deposited at a bank may exceed the
limit on insured deposits.
Tenant Security Deposits: The Partnership requires security deposits from all
apartment lessees for the duration of the lease and such deposits are included
in receivables and deposits. Deposits are refunded when the tenant vacates the
apartment if there has been no damage to the unit and the tenant is current on
its rental payments.
Loan Costs: Loan costs of approximately $564,000 at December 31, 1997, are
included in other assets on the balance sheet and are being amortized on a
straight-line basis over the life of the loan. Accumulated amortization of
approximately $122,000 at December 31, 1997, is also included in other assets.
Investment in Joint Venture: The Partnership accounts for its 41.1% investment
in Princeton Meadows Golf Course Joint Venture (the "Joint Venture") using the
equity method of accounting (see "Note B"). Under the equity method of
accounting, the Partnership records its equity interest in earnings or losses of
the Joint Venture; however, the investment in the Joint Venture will be recorded
at an amount less than zero (a liability) to the extent of the Partnership's
share of net liabilities of the Joint Venture.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were necessary
for the years ended December 31, 1997 or 1996.
Depreciation: Depreciation is calculated by the straight-line and accelerated
methods over the estimated lives of the rental properties and related personal
property. For Federal income tax purposes, the accelerated cost recovery method
is used (1) for real property over 18 years for additions after March 15, 1984,
and before May 9, 1985, and 19 years for additions after May 8, 1985, and before
January 1, 1987, and (2) for personal property over 5 years for additions prior
to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the alternative depreciation system is used for
depreciation of (1) real property additions over 40 years, and (2) personal
property additions over 6-20 years.
Allocations and Distributions to Partners: In accordance with the Agreement,
any gain from the sale or other disposition of Partnership assets will be
allocated first to the Managing General Partner to the extent of the amount of
any Brokerage Compensation and Incentive Interest to which the Managing General
Partner is entitled. Any gain remaining after said allocation will be allocated
to the General Partners and Limited Partners in proportion to their interests in
the Partnership.
The Partnership will allocate other profits and losses 1% to the General
Partners and 99% to the Limited Partners.
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing, of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
First, to the Partners in proportion to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until the Limited
Partners have received distributions from all sources equal to their 6%
Cumulative Distribution; (iii) Third, to the Managing General Partner until it
has received an amount equal to the difference between (a) 3% of the Aggregate
Disposition Prices (as defined in the Partnership Agreement) of all properties
and investments sold or otherwise disposed of, or refinanced by the Partnership,
on a cumulative basis and (b) all distributions previously received by the
Managing General Partner pursuant to this clause; (iv) Fourth, to the Partners
until the Limited Partners have received distributions from all sources equal to
an additional cumulative return of 4% per annum on their Adjusted Capital
Investment; and (v) Thereafter, 85% to the Limited Partners and Non-Managing
General Partners in proportion to their interests and 15% ("Incentive Interest")
to the Managing General Partner.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Fair Value: The Partnership believes that the carrying amount of its financial
instruments (except for long term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
long term debt, after discounting the scheduled loan payments at an estimated
borrowing rate currently available to the Partnership, approximates its carrying
value.
Reclassifications: Certain reclassifications have been made to the 1996
balances to conform to the 1997 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
Condensed balance sheet information of the Joint Venture at December 31, 1997,
is as follows (in thousands):
Assets
Cash $ 167
Other assets 175
Investment property, net 2,011
Total $ 2,353
Liabilities and Partners' Capital
Note payable to AMIT, (Note E) $ 1,567
Other liabilities 693
Partners' capital 93
Total $ 2,353
The condensed statements of operations of the Joint Venture for the years ended
December 31, 1997 and 1996, are summarized as follows:
Years Ended
December 31,
(in thousands)
1997 1996
Revenue $ 1,628 $ 1,417
Costs and expenses (1,535) (1,567)
Net income (loss) $ 93 $ (150)
The Partnership realized equity income of approximately $38,000 and equity loss
of approximately $62,000 in the Joint Venture for the years ended December 31,
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. Field work is in process, with skimmers
having been installed at three test wells on the site. These skimmers are in
place to detect any residual fuel that may still be in the ground. The expected
completion date of field work should be sometime in 1999. The Joint Venture
originally recorded a liability of $199,000 for the costs of the clean-up. For
the year ended December 31, 1997, the Joint Venture recorded an additional
liability of approximately $45,000 as an adjustment to estimated costs remaining
to complete the clean-up. At December 31, 1997, the balance in the liability
for clean-up costs is $60,000. Funds from the property will be used to cover
this excess.
NOTE C - NOTES PAYABLE
The principle terms of notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Fox Run Apartments
1st mortgage $ 194 (1) 8.32% 1/2002 $ 26,916 $ 28,000
2nd mortgage 31 (1) 15.29% 1/2002 2,192 2,400
3rd mortgage 8 (2) 11.25% 1/2002 852 872
Totals $ 233 $ 29,960 $ 31,272
<FN>
(1) Interest only payments, until February 1999, at which time the monthly
payment will be increased to include principal and interest.
(2) Payable to Angeles Mortgage Investment Trust ("AMIT"). This note is also
collateralized by the Partnership's general partnership interest in the
Joint Venture.
</FN>
</TABLE>
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's investment property and by pledge of revenues from the rental
property. The notes impose prepayment penalties if repaid prior to maturity.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):
1998 $ 4
1999 373
2000 445
2001 490
2002 29,960
$ 31,272
In December 1996, the Partnership refinanced the mortgages and indebtedness
encumbering its investment property. The total indebtedness refinanced was
approximately $29,897,000. The new indebtedness in the principal amount of
approximately $31,275,000 carries stated interest rates of 8.32% (1st mortgage),
15.29% (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 from Angeles Acceptance Pool, L.P. (see "Note E"). In
addition, the Partnership's previous indebtedness to AMIT of approximately
$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 approximately $646,000 upon extinguishment of debt, primarily due to
debt forgiveness. The Partnership capitalized loan costs of approximately
$551,000 related to the refinancing.
NOTE D - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
The following is a reconciliation of reported net loss and Federal taxable loss:
1997 1996
(in thousands, except unit data)
Net loss as reported $ (673) $ (1,320)
Add (deduct)
Depreciation differences 134 154
Unearned income 60 10
Miscellaneous (4) (6)
Federal taxable (loss) income $ (483) $ (1,162)
Federal taxable (loss) income
per limited partnership unit $ 12.06 $ (29.02)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net liabilities as reported $ (18,558)
Land and buildings 2,848
Accumulated depreciation (6,421)
Syndication and distribution costs 5,261
Other 740
Net deficiency - Federal tax basis $ (16,130)
NOTE E - 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 certain 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 in
1997 and in 1996 were paid or accrued:
1997 1996
(in thousands)
Property management fees (included in
operating expenses) $ 352 $ 346
Reimbursement for services of affiliates
(total of $470 and $498 accrued at
December 31, 1997 and 1996, respectively)
(included in operating and general and
administrative expenses and investment property) 145 148
Included in reimbursements for services of affiliates at December 31, 1997, and
1996 is approximately $14,000 and $26,000, respectively, in reimbursements for
construction oversight costs.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The 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 that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
The Partnership may make advances to the Joint Venture as deemed appropriate by
the Managing General Partner. These advances do not bear interest and do not
have stated terms of repayment. At December 31, 1997, the amount of advances
receivable from the Joint Venture was approximately $164,000.
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 approximately
$1,996,000, was extinguished with proceeds from the refinancing of the
Partnership's investment property in December 1996 (See "Note C"). Total debt
and accrued interest forgiven was approximately $296,000. Total interest
expense for this loan was approximately $145,000 for the year ended December 31,
1996.
AMIT held notes receivable from the Partnership of approximately $6,969,000 plus
related accrued interest. This indebtedness was extinguished when the
Partnership's investment property was refinanced in December 1996 (See "Note
C"). As a result of the refinance, AMIT forgave approximately $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 approximately $98,000 and $1,522,000 for the years ended
December 31, 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 incurred by the Joint Venture was
approximately $196,000 and $200,000 for the years ended December 31, 1997 and
1996, respectively.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B shares provide that they are convertible, in whole or in
part, into Class A Common Shares of AMIT 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 agreed not to convert the Class B
shares so long as AMIT's option is outstanding). These Class B Shares entitle
the holder 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 agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder 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 such shares would approximate
1.3% 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 which were
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. 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 grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.
Liquidity Assistance L.L.C., which is an affiliate of the Managing General
Partner, MAE and Insignia (which provides property management and partnership
administration services to the Partnership), owned 96,800 Class A shares of AMIT
at December 31, 1997. These Class A shares represent approximately 2.2% of the
total voting power 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
IPT, an entity then owned 98% by Insignia and its affiliates. 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 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
NOTE F - INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Fox Run Apartments $ 30,400 $ 3,998 $ 20,990 $ 4,154
Angeles Partners XI 872 -- -- --
Totals $ 31,272 $ 3,998 $ 20,990 $ 4,154
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
(in thousands)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Fox Run Apartments $ 3,998 $ 25,144 $ 29,142 $ 17,148 5/27/83 5-20
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of "Investment Property and Accumulated Depreciation":
Years Ended December 31,
1997 1996
(in thousands)
Investment Property
Balance at beginning of year $ 28,928 $ 28,395
Property improvements 438 533
Disposition (224) --
Balance at end of year $ 29,142 $ 28,928
Accumulated Depreciation
Balance at beginning of year $ 15,795 $ 14,284
Additions charged to expense 1,516 1,511
Disposition (163) --
Balance at end of year $ 17,148 $ 15,795
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1997 and 1996, is $31,990,000 and $31,635,000, respectively.
The accumulated depreciation taken for Federal income tax purposes at December
31, 1997 and 1996, is $23,569,000 and $22,186,000, respectively.
NOTE G - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 205 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit(s), a limited partner relinquishes all right, title, and
interest in the Partnership as of the date of abandonment. However, the
limited partner is allocated his or her share of the net income or loss for
that entire year. The income or loss per Limited Partnership Unit in the
accompanying statements of operations is calculated based on the number of
units outstanding at the beginning of the year.
NOTE H - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders.
If the closing occurs, AIMCO will then control the General Partner of the
Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"), is a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February
25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Thus the Managing
General Partner is now a wholly-owned subsidiary of IPT.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
The names of the directors and executive officers of ARC II their ages and the
nature of all positions with ARC II presently held by them are as follows:
Name Age Position
Carroll D. Vinson 57 President and
Director
Robert D. Long, Jr. 30 Vice President and
Chief Accounting
Officer
William H. Jarrard, Jr. 51 Vice President
Daniel M. LeBey 32 Secretary
Kelley M. Buechler 40 Assistant Secretary
Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement, L.P. ("MAE"), and
subsidiaries since August 1994. He has acted as Chief Operating Officer of IPT,
since May 1997. During 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment
and consulting activities which included portfolio acquisitions, asset
dispositions, debt restructurings and financial reporting. Briefly, in early
1993, Mr. Vinson served as President and Chief Executive Officer of Angeles
Corporation, a real estate investment firm. From 1991 to 1993, Mr. Vinson was
employed by Insignia in various capacities including Managing Director -
President during 1991.
Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the
Managing General Partner since August 1994. Mr. Long joined MAE in September
1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of
the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining
MAE in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State
of Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.
William H. Jarrard, Jr. has been Vice President of the Managing General Partner
since December 1992. He has acted as Senior Vice President of IPT since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July
1996 he has also served as Insignia's Associate General Counsel. From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
certain fees and other payments have been made to the Partnership's Managing
General Partner and its affiliates, as described in "Item 12." below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1998, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except for: Article 12.1 of the Agreement, which provides that
upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partners may be expelled from
the Partnership upon 90 days written notice. In the event that successor
general partners have been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partners an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partners' interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between (i)
the balance of the General Partners' capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partners
would be entitled. Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of ARC II.
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 certain 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 in
1997 and in 1996 were paid or accrued:
1997 1996
(in thousands)
Property management fees $ 352 $ 346
Reimbursement for services of affiliates
(Total of $470 and $498 accrued at
December 31, 1997 and 1996, respectively) 145 148
Included in reimbursements for services of affiliates at December 31, 1997, and
1996 is approximately $14,000 and $26,000, respectively, in reimbursements for
construction oversight costs.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The 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 that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
The Partnership may make advances to the Joint Venture as deemed appropriate by
the Managing General Partner. These advances do not bear interest and do not
have stated terms of repayment. At December 31, 1997, the amount of advances
receivable from the Joint Venture was approximately $164,000.
In November 1992, AAP, a Delaware limited partnership was organized to acquire
and hold the obligations evidencing the working capital loan previously provided
to the Partnership by ACII. Angeles is the 99% limited partner of AAP and 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 approximately
$1,996,000, was extinguished with proceeds from the refinancing of the
Partnership's investment property in December 1996 (See "Note C" to the
financial statements included in "Item 7."). Total debt and accrued interest
forgiven was approximately $296,000. Total interest expense for this loan was
approximately $145,000 for the year ended December 31, 1996.
AMIT held notes receivable from the Partnership of approximately $6,969,000 plus
related accrued interest. This indebtedness was extinguished when the
Partnership's investment property was refinanced in December 1996 (See "Note C"
to the financial statements included in "Item 7."). 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 approximately $98,000 and
$1,522,000 for the years ended December 31, 1997 and 1996, respectively. In
addition, AMIT holds a note receivable from the Joint Venture in the amount of
approximately $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 approximately $196,000 and $200,000 for the years ended December 31,
1997 and 1996, respectively.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B shares provide that they are convertible, in whole or in
part, into Class A Common Shares of AMIT 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 agreed not to convert the Class B
shares so long as AMIT's option is outstanding). These Class B Shares entitle
the holder 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 agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder 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 such shares would approximate 1.3% 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 which were
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. 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 grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (which provides property management and partnership administration
services to the Partnership), owned 96,800 Class A shares of AMIT at December
31, 1997. These Class A shares represent approximately 2.2% of the total voting
power 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
IPT, an entity then owned 98% by Insignia and its affiliates. 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 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B: Refer to Exhibit Index in
this report.
(b) Reports on Form 8-K:
None filed during the fourth quarter of 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XI
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 26, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/Carroll D. Vinson President and Director
Carroll D. Vinson
Date: March 26, 1998
/s/Robert D. Long, Jr. Vice President and Chief
Robert D. Long, Jr. Accounting Officer
Date: March 26, 1998
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Amended Agreement of Limited Partnership dated February 26, 1982
filed in Form 10-K dated November 30, 1983, incorporated herein by
reference.
10.1 Agreement of Purchase and Sale of Real Property with Exhibits - Fox
Run I and II Apartments filed in Form 8-K dated June 30, 1983,
incorporated herein by reference.
10.2 Agreement of Purchase and Sale of Real Property with Exhibits -
Harbour Landing Apartments filed in Form 8-K dated December 21,
1983, incorporated herein by reference.
10.3 Agreement of Purchase and Sale of Real Property with Exhibits -
Westmont Village Apartments filed in Form 8-K dated March 30, 1984,
incorporated herein by reference.
10.4 Multi Family Note, dated June 11, 1986 - Fox Run Apartments I and II
filed in form 10-K dated November 30, 1986, incorporated herein by
reference.
10.5 Second trust deed dated September 22, 1987 - Fox Run Apartments
filed in form 10-K dated November 30, 1987, incorporated herein by
reference.
10.6 Agreement to Accept Deed in Lieu of Foreclosure - Boca Plaza
Shopping Center filed in form 8-K dated January 15, 1991,
incorporated herein by reference.
10.7 Order appointing receiver - Springside Apartments dated April 24,
1991 filed in Form 10Q dated May 14, 1991, incorporated herein by
reference.
10.8 Purchase and Sale Agreement with Exhibits - dated July 26, 1991
between Princeton Golf Course Joint Venture and Lincoln Property
Company No. 199 filed in Form 10-K dated March 27, 1992,
incorporated herein by reference.
10.9 Princeton Meadows Golf Course Joint Venture Agreement with Exhibits
- dated August 21, 1991 between the Partnership, Angeles Income
Properties II and Angeles Partners XII, filed in Form 10-K dated
March 27, 1992, incorporated herein by reference.
10.10 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which is
incorporated herein by reference.
10.11 Secured Promissory Note between Angeles Mortgage Investment Trust,
a California Business Trust, Fox Run AP XI, L.P., a South Carolina
limited partnership and Angeles Partners XI, a California limited
partnership dated December 19, 1996.
10.12 Loan agreement between General Electric Capital Corporation, a New
York corporation, and Fox Run AP XI, L.P., a South Carolina limited
partnership dated December 23, 1996.
16.1 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant, is incorporated by reference to the exhibit filed with
Form 8-K dated September 1, 1993.
99.1 Form 8-K filed on November 22, 1994 reporting the sale of Westmont
Village Apartments.
99.2 Form 8-K filed on September 6, 1995 reporting the sale of Harbour
Landing Apartments.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XI 1997 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000702986
<NAME> ANGELES PARTNERS XI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 746
<SECURITIES> 0
<RECEIVABLES> 859
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 29,142
<DEPRECIATION> 17,148
<TOTAL-ASSETS> 14,273
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,272
0
0
<COMMON> 0
<OTHER-SE> (18,558)
<TOTAL-LIABILITY-AND-EQUITY> 14,273
<SALES> 0
<TOTAL-REVENUES> 7,160
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,871
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,917
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (673)
<EPS-PRIMARY> (16.81)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
