-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QXiJHSTXiwrWLpX5IFGXuvYEvROba+v5KI1ToqjV4YJEQ7VBaY85YoQLgsWEHoCP 7AB22OJSOuLSYXtm4jx46Q== 0000310303-98-000002.txt : 19980807 0000310303-98-000002.hdr.sgml : 19980807 ACCESSION NUMBER: 0000310303-98-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980806 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XI CENTRAL INDEX KEY: 0000702986 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953788040 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11766 FILM NUMBER: 98678651 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB--QUARTERLY OR TRANSITIONAL 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 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS XI CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) June 30, 1998 Assets Cash and cash equivalents $ 1,424 Receivables and deposits 969 Other assets 398 Investment in, and advances of $164 to, Joint Venture 227 Investment property: Land $ 3,998 Buildings and related personal property 25,286 29,284 Less accumulated depreciation (17,896) 11,388 $ 14,406 Liabilities and Partners' Deficit Liabilities Accounts payable $ 7 Due to affiliates 470 Tenant security deposit liabilities 542 Other liabilities 448 Notes payable 31,270 Partners' Deficit General partners $ (499) Limited partners (39,637 units issued and outstanding) (17,832) (18,331) $ 14,406 See Accompanying Notes to Consolidated Financial Statements b) ANGELES PARTNERS XI CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 Revenues: Rental income $ 1,792 $ 1,734 $ 3,553 $ 3,397 Other income 95 71 185 133 Casualty gain 346 -- 346 -- Total revenues 2,233 1,805 4,084 3,530 Expenses: Operating 715 666 1,182 1,241 General and administrative 53 42 97 82 Depreciation 374 377 748 750 Interest 727 727 1,454 1,453 Property taxes 201 180 402 359 Total expenses 2,070 1,992 3,883 3,885 Equity in income of Joint Venture 73 76 26 32 Net income (loss) $ 236 $ (111) $ 227 $ (323) Net income (loss) allocated to general $ 2 $ (1) $ 2 $ (3) partners (1%) Net income (loss) allocated to limited 234 (110) 225 (320) partners (99%) Net income (loss) $ 236 $ (111) $ 227 $ (323) Net income (loss) per limited partnership unit $ 5.90 $ (2.77) $ 5.68 $ (8.07) See Accompanying Notes to Consolidated Financial Statements c) ANGELES PARTNERS XI CONSOLIDATED STATEMENTS 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, 1997 39,637 $ (501) $(18,057) $(18,558) Net income for the six months ended June 30, 1998 -- 2 225 227 Partners' deficit at June 30, 1998 39,637 $ (499) $(17,832) $(18,331) See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS XI CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six Months Ended June 30, 1998 1997 Cash flows from operating activities: Net income (loss) $ 227 $ (323) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in income of Joint Venture (26) (32) Depreciation 748 750 Amortization of loan costs 56 56 Casualty gain (346) -- Change in accounts: Receivables and deposits (37) 14 Other assets 19 (1) Accounts payable (65) (540) Tenant security deposit liabilities 1 37 Due to affiliates -- 30 Other liabilities 15 97 Net cash provided by operating activities 592 88 Cash flows from investing activities: Property improvements and replacements (142) (199) Advances to Joint Venture -- (7) Insurance proceeds received related to casualty 230 -- Net cash provided by (used in) investing activities 88 (206) Cash flows from financing activities: Loan costs -- (12) Payment on mortgage notes payable (2) (2) Net cash used in financing activities (2) (14) Net increase (decrease) in cash and cash equivalents 678 (132) Cash and cash equivalents at beginning of period 746 662 Cash and cash equivalents at end of period $1,424 $ 530 Supplemental disclosure of cash flow information: Cash paid for interest $1,397 $1,233 Supplemental disclosure of non-cash activity: At June 30, 1998, in connection with a fire at Fox Run Apartments, accounts payable was adjusted by approximately $43,000 and accounts receivable was adjusted by approximately $297,000 for non-cash activity. 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 consolidated financial statements of Angeles Partners XI (the "Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Angeles Realty Corporation II (the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1998, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1998. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1997. Certain reclassifications have been made to the 1997 information to conform to the 1998 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 Managing General Partner is wholly-owned by Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). 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. 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 September or October 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 Managing General Partner of the Partnership. The following expenses owed to the Managing General Partner and affiliates for the six months ended June 30, 1998 and 1997 were paid or accrued: 1998 1997 (in thousands) Property management fees (included in operating expenses) $184 $174 Reimbursement for services of affiliates (included in general and administrative expenses) 65 61 Due to affiliates 470 528 Construction oversight costs, included in operating expense and investment property, were approximately $8,000 and $7,000 for the periods ended June 30, 1998 and June 30, 1997, respectively. For the period from January 1, 1997, to August 31, 1997, the Partnership insured its properties under a master policy through an agency affiliated with the Managing General Partner with an 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 which 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 was not significant. The Partnership may make advances to the Princeton Meadows Golf Course Joint Venture (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 June 30, 1998, the amount of advances receivable from the Joint Venture was approximately $164,000. Concurrent with the refinancing of Fox Run Apartments in December 1996, the Partnership borrowed $875,000 from Angeles Mortgage Investment Trust ("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 $49,000 for both the six months ended June 30, 1998 and 1997. 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 $98,000 for both the six months ended June 30, 1998 and 1997. 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 on the basis of one 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 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 execution 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 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 or has any current intention 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 or otherwise exercise its rights as a shareholder of AMIT 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 June 30, 1998. 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, which was 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 if this transaction is consummated. NOTE C - INVESTMENT IN JOINT VENTURE The Partnership owns a 41.1% interest in the Joint Venture. The Partnership accounts for its interest in the Joint Venture using the equity method of accounting. Condensed balance sheet information of the Joint Venture at June 30, 1998, is as follows (in thousands): Assets Cash $ 292 Other assets 282 Investment property, net 2,042 Total $ 2,616 Liabilities and Partners' Capital Note payable to AMIT $ 1,567 Other liabilities 897 Partners' capital 152 Total $ 2,616 The condensed statements of operations of the Joint Venture for the three and six months ended June 30, 1998 and 1997, are summarized as follows: Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 (in thousands) (in thousands) Revenues $ 541 $ 545 $ 744 $ 741 Costs and expenses (364) (362) (681) (664) Net income $ 177 $ 183 $ 63 $ 77 The Partnership realized equity income of approximately $26,000 and $32,000 in the Joint Venture for the six months ended June 30, 1998, and 1997, 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. Subsequently, in 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 June 30, 1998, the balance in the liability for clean-up costs is $54,000. Funds from the property will be used to cover this excess. NOTE D - CASUALTY In October, 1997, there was a fire at Fox Run Apartments that completely destroyed the clubhouse and office. In prior years, a gain was recognized only to the extent of the loss recognized due to the write-off of assets. Total insurance proceeds have now been received and are estimated to cover the cost of replacement of the assets. A casualty gain of approximately $346,000 resulting from the receipt of these insurance proceeds was recognized during the six months ended June 30, 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment property consist of one apartment complex. The following table sets forth the average occupancy of the property for the six months ended June 30, 1998 and 1997: Average Occupancy 1998 1997 Fox Run Apartments Plainsboro, New Jersey 97% 95% The Partnership incurred net income of approximately $236,000 and $227,000 for the three and six months ended June 30, 1998, as compared to net losses of approximately $111,000 and $323,000 for the three and six months ended June 30, 1997. The increase in net income is due to an increase in rental income, other income and the recognition of a casualty gain for the six months ended June 30, 1998. Fox Run Apartments' increased rental income is the result of an increase in average occupancy along with an increase in rental rates for the six months ended June 30, 1998, versus the six months ended June 30, 1997. In addition, the increase in other income is a result of corporate unit income increasing due to an increase in the number of corporate units available at Fox Run Apartments. The income associated with operating these units is higher because they are fully furnished and utilities are included. Other income also includes an increase in lease cancellation fees for the current period over 1997. While total expenses for the six months ended June 30, 1998, remained relatively consistent with the six months ended June 30, 1997, operating expense decreased primarily due to a decrease in maintenance expense at Fox Run Apartments. This can be attributed to the fact that much of the maintenance work is currently being done less expensively by in-house personnel rather than outside contractors. Also, less interior painting was done at Fox Run Apartments during the period ended June 30, 1998 as compared to the period ended June 30, 1997 due to fewer tenants vacating their units. The decrease in operating expenses was partially offset by an increase in tax expense due to an increase in tax rates at Fox Run Apartments. In October, 1997, there was a fire at Fox Run Apartments that completely destroyed the clubhouse and office. In prior years, a gain was recognized only to the extent of the loss recognized due to the write-off of assets. Total insurance proceeds have now been received and are estimated to cover the cost of replacement of the assets. A casualty gain of approximately $346,000 resulting from the receipt of these insurance proceeds was recognized during the six months ended June 30, 1998. The Partnership has a 41.1% investment in the Princeton Meadows Golf Course Joint Venture. For the three and six months ended June 30, 1998, the Partnership realized equity in income of the Joint Venture of approximately $73,000 and $26,000, respectively, as compared to equity in income of the Joint Venture of approximately $76,000 and $32,000 for the three and six months ended June 30, 1997. Included in operating expense for the six months ended June 30, 1998, is approximately $24,000 of major repairs and maintenance mainly comprised of major landscaping and window covering replacements. For the six months ended June 30, 1997, included in operating expense is approximately $23,000 of major repairs and maintenance mainly comprised of construction oversight costs relating to repairs ongoing at Fox Run Apartments during 1997, window covering replacements, and swimming pool repairs. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment at 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. At June 30, 1998, the Partnership had cash and cash equivalents of approximately $1,424,000 as compared to approximately $530,000 at June 30, 1997. Cash and cash equivalents increased by approximately $678,000 and decreased by approximately $132,000 for the six month periods ended June 30, 1998 and 1997, respectively. Net cash provided by operating activities increased for the six months ended June 30, 1998, as compared to the six months ended June 30, 1997, due to an increase in net income, as previously explained, along with a lesser decrease in accounts payable. Payment of utility expenses, loan costs, past due insurance premiums, and deferred liabilities from a casualty, all accrued for at December 31, 1996, contributed to the large decrease in accounts payable for the six months ended June 30, 1997. Net cash provided by investing activities increased primarily due to the recognition of insurance proceeds received as a result of the casualties at Fox Run Apartments (see Note D). Also, there was a decrease in cash used for property improvements during the six months ended June 30, 1998. The decrease in cash used in financing activities is due to loan costs incurred in 1997 relating to the refinancing of the indebtedness at Fox Run Apartments in December 1996. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of approximately $31,270,000 matures January 2002, at which time the property will either be sold or refinanced. A balloon payment is due at maturity totaling approximately $29,960,000. There were no cash distributions during the six months ended June 30, 1998, or June 30, 1997. There are no material restrictions upon the Partnership's present or future ability to make distributions in accordance with the provisions of the Partnership Agreement. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, a property sale and the availability of cash reserves. 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 quarterly 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 quarterly 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. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDING In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Managing General Partner and several of their affiliated partnerships and corporate entities. The complaint purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships which are named as nominal defendants, challenging the acquisition by Insignia Financial Group, Inc., ("Insignia") and its affiliates of interests in certain general partner entities, past tender offers by Insignia affiliates to acquire limited partnership units, the management of partnerships by Insignia affiliates as well as a recently announced agreement between Insignia and Apartment Investment and Management Company. The complaint seeks monetary damages and equitable relief, including judicial dissolution of the Partnership. The Managing General Partner believes the action to be without merit, and intends to vigorously defend it. On June 24, 1998, the Managing General Partner filed a motion seeking dismissal of the action. The Registrant is unaware of any other pending or outstanding litigation that is not of a routine nature. The Managing General Partner of the Registrant believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27 is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the six months ended June 30, 1998. 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/Director By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Vice President/CAO Date: August 6, 1998 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners XI 1998 Second Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000702986 ANGELES PARTNERS XI 1,000 6-MOS DEC-31-1998 JUN-30-1998 1,424 0 969 0 0 0 29,284 (17,896) 14,406 0 31,270 0 0 0 (18,331) 14,406 0 4,084 0 0 3,883 0 1,454 0 0 0 0 0 0 227 5.68 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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