FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] 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)
March 31, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 628
Restricted--tenant security deposits 537
Accounts receivable, net of allowance of $31 185
Escrow for taxes 122
Other assets 549
Investment in, and advances of $164 to, Joint Venture 119
Investment properties:
Land $ 3,998
Buildings and related personal property 25,037
29,035
Less accumulated depreciation (16,168) 12,867
$ 15,007
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 253
Due to affiliates 518
Tenant security deposits 539
Other liabilities 519
Notes payable 31,275
Partners' Deficit
General partners $ (496)
Limited partners (39,637 units
issued and outstanding) (17,601) (18,097)
$ 15,007
<FN>
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1997 1996
Revenues:
Rental income $ 1,669 $ 1,622
Other income 62 81
Total revenues 1,731 1,703
Expenses:
Operating 447 502
General and administrative 40 53
Maintenance 134 145
Depreciation 373 373
Interest 726 780
Property taxes 179 177
Total expenses 1,899 2,030
Equity in loss of Joint Venture (44) (86)
Net loss $ (212) $ (413)
Loss allocated to general
partners (1%) $ (2) $ (4)
Loss allocated to limited
partners (99%) (210) (409)
Net loss $ (212) $ (413)
Net loss per limited partnership unit $ (5.30) $ (10.27)
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES PARTNERS XI
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(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, 1996 39,637 $ (494) $ (17,391) $ (17,885)
Net loss for the three months
ended March 31, 1997 -- (2) (210) (212)
Partners' deficit at
March 31, 1997 39,637 $ (496) $ (17,601) $ (18,097)
<FN>
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Net loss $ (212) $ (413)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in loss of Joint Venture 44 86
Depreciation 373 373
Amortization of loan costs 27 21
Change in accounts:
Restricted cash (16) (2)
Accounts receivable (21) 2
Escrows for taxes 57 --
Other assets (3) (7)
Accounts payable (390) (111)
Tenant security deposit liabilities 28 7
Accrued taxes -- 8
Due to affiliates 30 27
Other liabilities 174 233
Net cash provided by operating activities 91 224
Cash flows from investing activities:
Property improvements and replacements (107) (273)
Advances to Joint Venture (7) (117)
Net cash used in investing activities (114) (390)
Cash flows from financing activities:
Loan costs (11) --
Payment on mortgage notes payable -- (92)
Net cash used in financing activities (11) (92)
Net decrease in unrestricted cash and cash equivalents (34) (258)
Unrestricted cash and cash equivalents at
beginning of period 662 870
Unrestricted cash and cash equivalents at
end of period $ 628 $ 612
Supplemental disclosure of cash flow information:
Cash paid for interest $ 535 $ 632
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS XI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of 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 month period ended March 31, 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 Angeles Partners XI's (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 three months ended March 31,
1997 and 1996, were paid or accrued:
1997 1996
(in thousands)
Property management fees $86 $84
Reimbursement for services of affiliates, 33 50
including $518,000 accrued at March 31, 1997
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 1996. Total debt and accrued interest forgiven was
$296,000. Total interest expense for this loan was $37,000 for the three months
ended March 31, 1996.
Angeles Mortgage Investment Trust ("AMIT") provided financing of $6,969,000 plus
related accrued interest to the Partnership. This indebtedness was extinguished
when the Partnership's investment property was refinanced. 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
Princeton Meadows Golf Course Joint Venture ("Joint Venture"). Total interest
expense to AMIT was $24,000 and $225,000 for the three months ended March 31,
1997 and 1996, respectively. In addition, AMIT provides financing to the Joint
Venture in the amount of $1,567,000, which is secured by the Joint Venture's
sole investment property know as the Princeton Meadows Golf Course. Total
interest expense was $49,000 and $52,000 for the three months ended March 31,
1997 and 1996, respectively. Accrued interest was $17,000 at March 31, 1997.
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. 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, Insignia Properties,
L.P. ("IPLP"), 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 March 31, 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"). It is anticipated that the resulting combined entity would be owned
approximately 82% by Insignia and its affiliates and 18% by the pre-combination
AMIT shareholders (including MAE GP and IPLP). The proposed transaction is
contingent upon, among other things, satisfactory review of the business,
operations, properties and assets of AMIT and IPT, the negotiation and execution
of definitive agreements and the approval of the proposed transaction by the
trustees and shareholders of each of AMIT and IPT.
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:
March 31, 1997
(in thousands)
Assets
Cash $ 125
Other assets 222
Investment property, net 1,889
Total $ 2,236
Liabilities and Partners' Deficit
Notes payable to AMIT $ 1,567
Other liabilities 775
Partners' deficit (106)
Total $ 2,236
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended
March 31,
1997 1996
(in thousands)
Revenues $ 196 $ 115
Costs and expenses (302) (324)
Net loss $ (106) $ (209)
The Partnership's equity interest in the loss of the Joint Venture for the three
months ended March 31, 1997, and March 31, 1996, was $44,000 and $86,000,
respectively.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP"). The Joint Venture notified DEP of the
findings when they were first discovered. However, DEP had not given any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up. The Joint Venture has recorded a
liability of $199,000 for the costs of the clean-up. The contracts have been
executed and field work has been completed with the expected completion date of
the compliance work to be sometime in late 1997. The Managing General Partner
believes the balance of $36,000 in the liability recorded is sufficient to cover
all costs associated with this incident.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of one apartment complex. The
following table sets forth the average occupancy of the property for the three
months ended March 31, 1997 and 1996:
Average
Occupancy
1997 1996
Fox Run Apartments
Plainsboro, New Jersey 93% 95%
The Partnership incurred a net loss of $212,000 for the three months ended March
31, 1997, as compared to a net loss of $413,000 for the three months ended March
31, 1996. The decrease in the net loss is due to an increase in revenue, a
decrease in expenses and a decrease in equity in loss of the Joint Venture.
Fox Run Apartments' increased rental income is the result of increased rental
rates for the three months ended March 31, 1997, versus the three months ended
March 31, 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 at Fox Run
Apartments. Operating expense decreased primarily due to decreases in utility
expenses at Fox Run Apartments. The harsh winter of 1995 to early 1996 in the
Northeast caused increased gas usage in 1996. The decrease in general and
administrative expenses for the three months ended March 31, 1997, as compared
to the three months ended March 31, 1996, can be attributed to the timing of
postage and printing fees for the year end mailings. Interest expense decreased
as a result of 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 months ended March 31, 1997, the Partnership
realized equity in loss of the Joint Venture of $44,000 as compared to $86,000
for the three months ended March 31, 1996. The decreased loss at Princeton
Meadows Golf Course 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 lead to a decrease in expenses for the period ended March 31, 1997.
Included in maintenance expense for the three months ended March 31, 1997, is
$6,000 of major repairs and maintenance mainly comprised of construction
oversight costs and window coverings. For the three months ended March 31,
1996, included in maintenance expense is $5,000 of major repairs and maintenance
mainly comprised of 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 the burden of 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 March 31, 1997, the Partnership had unrestricted cash and cash equivalents of
$628,000 as compared to $612,000 at March 31, 1996. Net cash provided by
operating activities for the three months ended March 31, 1997, decreased as
compared to the three months ended March 31, 1996, due to a larger decrease in
accounts payable due to payments of expenses that were accrued for at December
31, 1996. Net cash used in investing activities decreased primarily due to a
decrease in property improvements and replacements and a decrease in advances to
the Joint Venture. The decrease in cash used in financing activities is caused
by a decrease in payments on mortgage notes payable, partially offset by loan
costs incurred in 1997 relating to the refinance.
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 $31,275,000 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, property sales and
the availability of cash reserves.
PART II - OTHER INFORMATION
ITEM 1. 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 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 three months ended March 31, 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: May 12, 1997