FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-11766
ANGELES PARTNERS XI
(Exact name of small business issuer as specified in its charter)
California 95-3788040
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS XI
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1995
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash:
Unrestricted $ 1,241,122
Restricted--tenant security deposits 523,555
Accounts receivable 15,427
Escrows for taxes 191,987
Other assets 143,664
Investment in joint venture 142,315
Investment properties:
Land $ 4,396,743
Buildings and related personal property 29,500,699
33,897,442
Less accumulated depreciation (17,281,652) 16,615,790
$ 18,873,860
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 304,710
Due to affiliates 338,976
Tenant security deposits 539,379
Accrued taxes 43,688
Other liabilities 2,348,711
Notes payable 33,268,779
Partners' Deficit
General partners' $ (495,852)
Limited partners' (39,842 units
issued and outstanding) (17,474,531) (17,970,383)
$ 18,873,860
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
1
<PAGE>
b) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
<S> <C> <C> <C> <C>
1995 1994 1995 1994
Revenues:
Rental income $1,893,779 $2,504,947 $3,755,708 $ 4,969,629
Other income 87,139 133,960 166,374 265,781
Total revenues 1,980,918 2,638,907 3,922,082 5,235,410
Expenses:
Operating 490,123 661,386 991,846 1,482,406
General and
administrative 51,667 107,676 139,962 188,971
Property management fees 98,719 127,569 189,491 257,222
Maintenance 199,447 206,533 349,722 481,430
Depreciation 407,783 530,750 806,577 1,057,430
Interest 844,594 1,164,477 1,691,374 2,401,577
Property taxes 173,095 225,607 359,095 446,279
Total expenses 2,265,428 3,023,998 4,528,067 6,315,315
Loss before equity in loss
of joint venture (284,510) (385,091) (605,985) (1,079,905)
Equity in (loss) income of
joint venture 6,526 53,122 (47,107) 7,402
Net loss $ (277,984) $ (331,969) $ (653,092) $ (1,072,503)
Net loss allocated to
general partners (1%) $ (2,780) $ (3,320) $ (6,531) $ (10,725)
Net loss allocated to
limited partners (99%) (275,204) (328,649) (646,561) (1,061,778)
Net loss $ (277,984) $ (331,969) $ (653,092) $ (1,072,503)
Net loss per limited
partnership unit $ (6.91) $ (8.22) $ (16.23) $ (26.54)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
c) ANGELES PARTNERS XI
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 40,000 $ 30,000 $ 40,000,000 $ 40,030,000
Partners' deficit at
December 31, 1994 39,842 $(489,321) $(16,827,970) $(17,317,291)
Net loss for the six months
ended June 30, 1995 -- (6,531) (646,561) (653,092)
Partners' deficit at
June 30, 1995 39,842 $(495,852) $(17,474,531) $(17,970,383)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
d) ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (653,092) $(1,072,503)
Adjustments to reconcile net loss to cash
provided by operating activities:
Equity in loss (income) from joint venture 47,107 (7,402)
Depreciation 806,577 1,057,430
Amortization of loan costs and discounts 50,934 137,050
Change in accounts:
Restricted cash (28,139) 3,157
Accounts receivable 11,753 (7,666)
Escrows for taxes 33,601 25,445
Other assets (12,560) (30,202)
Accounts payable (405,161) (231,579)
Tenant security deposit liabilities 27,167 10,375
Accrued taxes (32,874) (38,621)
Due to affiliates 66,668 129,530
Other liabilities 591,142 652,507
Net cash provided by operating
activities 503,123 627,521
Cash flows from investing activities:
Property improvements and replacements (660,405) (246,950)
Deposits to restricted escrows (540,000) --
Withdrawals from restricted escrows 540,000 --
Cash flows used in investing activities (660,405) (246,950)
Cash flows used in financing activities:
Payments on mortgage notes payable (207,150) (230,825)
(Decrease) increase in cash (364,432) 149,746
Cash at beginning of period 1,605,554 386,854
Cash at end of period $1,241,122 $ 536,600
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
ANGELES PARTNERS XI
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Supplemental disclosure of cash flow
information:
Cash paid during this period for interest $1,214,718 $ 1,739,263
Property improvements and replacements
included in accounts payable $ 138,815 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
e) ANGELES PARTNERS XI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
The Partnership continues to suffer from inadequate liquidity. In
addition, there are no identified capital resources available to the
Partnership. As a result, the Partnership has not had cash available
to perform the substantial rehabilitation necessary at each of the
investment properties.
The Partnership is in default on certain of its mortgages due to its
inability to make interest and principal payments when due. The
Partnership is current on its first mortgage on the Fox Run property,
but is in default on its second mortgage. Harbour Landing Apartments is
owned by Harbour Landing AP XI L.P. ("Sub-tier Partnership") of which
the Partnership is the 99.9% limited partner. The Sub-tier Partnership
is in default on the first and second mortgages secured by the Harbour
Landing property and has filed a plan of reorganization with the
bankruptcy court to avoid foreclosure by the lenders. During the second
quarter of 1995, the court approved its plan which would give the Sub-
tier Partnership through September 1995 to pay the debt on the property
through refinancing or sale of the property. The plan provides that the
lender can foreclose if the debt is not paid by September 1995; however,
the Managing General Partner believes it can sell the property prior to
that date and in fact has entered contract negotiations to sell this
property. The second mortgages on Fox Run and Harbour Landing are held
by Angeles Mortgage Investment Trust ("AMIT"). The second mortgage held
by AMIT, which is secured by the Harbour Landing property, was never
recorded by AMIT. The Partnership and AMIT are currently in
negotiations to amend the agreement so that the mortgage will become
unsecured debt of the Partnership. The Managing General Partner is
presently attempting to negotiate amendments to these mortgages which
would require interest only payments based on an 8% pay rate with
interest continuing to accrue at the original rate as per the note
agreement, with the principal amount due in July 1996 when the first
mortgage on Fox Run is due.
As a result of the above conditions, there is substantial doubt about
the Partnership's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or amounts or
classification of liabilities that may result from the outcome of these
uncertainties.
Note B - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the
Managing General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for
6
<PAGE>
Note B - Basis of Presentation (continued)
the six month period ended June 30, 1995, are not necessarily indicative
of the results that may be expected for the fiscal year ending December
31, 1995. 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, 1994.
Certain reclassifications have been made to the 1994 information to
conform to the 1995 presentation.
Note C Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing
General Partner and its affiliates for the management and administration
of all Partnership activities. The Partnership Agreement provides for
payments to affiliates for services and as reimbursement of certain
expenses incurred by affiliates on behalf of the Partnership.
The following expenses owed to the Managing General Partner and
affiliates during the six months ended June 30, 1995, and 1994 were paid
or accrued:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Property management fees $189,491 $257,222
Reimbursement for services of affiliates,
(Total of $338,976 and $356,201 accrued
at June 30, 1995 and 1994, respectively) 66,707 125,718
Marketing services 821 8,302
</TABLE>
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. 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.
7
<PAGE>
Note C Transactions with Affiliated Parties (continued)
This working capital loan funded the Partnership's operating deficits
in prior years. Total indebtedness, which is included as a note
payable, was $1,991,639 at June 30, 1995, and $2,761,717 at June 30,
1994, with monthly interest only payments at prime. A principal payment
was made in December 1994 from the proceeds of the sale of Westmont
Village Apartments. The remaining principal balance is to be paid the
earlier of i) the availability of funds, ii) the sale of one or more
properties owned by the Partnership, or iii) November 25, 1997. Total
interest expense for this loan was $88,601 and $90,907 for the six
months ended June 30, 1995 and 1994, respectively. There was $102,515
in interest accrued at June 30, 1995.
AMIT currently provides secondary financing on two of the
Partnership's investment properties. Total AMIT indebtedness of
$5,096,500 was in default at June 30, 1995. Total interest expense on
this financing was $325,265 and $435,073 for the six months ended June
30, 1995 and 1994, respectively. Accrued interest was $1,669,245 at
June 30, 1995.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General
Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option
to convert these Class B Shares, in whole or in part, into Class A
Shares on the basis of 1 Class A Share for every 49 Class B Shares.
These Class B Shares entitle MAE GP to receive 1% of the distributions
of net cash distributed to AMIT. These Class B Shares also entitle MAE
GP to vote on the same basis as Class A Shares which allows MAE GP to
vote approximately 33% of the total shares (unless and until converted
to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the
vote). Between the date of acquisition of these shares (November 24,
1992) and March 31, 1995, MAE GP has declined to vote these shares.
Since that date, MAE GP voted its shares at the 1995 annual meeting in
connection with the election of trustees and other matters. MAE GP has
not exerted, and continues to decline to exert, any management control
over or participate in the management of AMIT. However, MAE GP may
choose to vote these shares as it deems appropriate in the future.
As part of a settlement of certain disputes with AMIT, MAE GP granted
to AMIT an option to acquire the Class B Shares. This option can be
exercised at the end of 10 years or when all loans made by AMIT to
partnerships affiliated with MAE GP as of November 9, 1994, (which is
the date of execution of a definitive Settlement Agreement), have been
paid in full, but in no event prior to November 9, 1997. AMIT delivered
to MAE GP cash in the sum of $250,000 at closing, which occurred April
14, 1995, as payment for the option. Upon exercise of the option, AMIT
would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be
able to vote the Class B Shares on all matters except those involving
transactions between AMIT and MAE GP affiliated borrowers or the
election of any MAE GP affiliate as an officer or trustee of AMIT. On
those matters, MAE GP granted to the AMIT trustees, in their capacity as
trustees of AMIT, proxies with regard to the Class B shares instructing
such trustees to vote said Class B Shares in accordance with the vote of
the majority of the Class A Shares voting to be determined without
consideration of the votes of "Excess Class A Shares" as defined in
Section 6.13 of the Declaration of Trust of AMIT.
8
<PAGE>
Note D - Investment in Joint Venture
The Partnership owns a 41.1% interest in Princeton Meadows Golf
Course Joint Venture ("Joint Venture"). AMIT currently provides
financing on the Joint Venture, secured by the investment property, in
the amount of $1,320,419 which is in default at June 30, 1995. (See
PART II, ITEM 1. LEGAL PROCEEDINGS).
Condensed balance sheet information of the Joint Venture at June 30,
1995, is as follows:
<TABLE>
<CAPTION>
<S> <C>
Assets
Cash $ 215,177
Deferred charges and other assets 136,312
Investment properties, net 1,903,381
Total $2,254,870
Liabilities and Partners' Capital
Notes payable to AMIT, in default $1,320,419
Other liabilities 585,478
Partners' capital 348,973
Total $2,254,870
</TABLE>
The condensed statements of operations of the Joint Venture are
summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenue $ 379,075 $ 441,581 $ 483,728 $ 545,935
Costs and expenses (363,196) (312,331) (598,344) (527,927)
Net income (loss) $ 15,879 $ 129,250 $(114,616) $ 18,008
</TABLE>
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. Reports were filed with the proper
authorities, however, no directives have been given as to corrective
action. The Managing General Partner can not define the extent of the
contamination without further testing. Based on discussions with
environmental engineers, this is a low priority site with the New Jersey
Department of Environmental Protection and any remediation costs are
expected to be immaterial. The Joint Venture is currently under
negotiations to sell the Princeton Meadows Golf Course.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment
complexes. The following table sets forth the average occupancy of the
properties for the six months ended June 30, 1995 and 1994:
<TABLE>
<CAPTION>
Average
Occupancy
Property 1995 1994
<S> <C> <C>
Fox Run Apartments
Plainsboro, New Jersey 96% 95%
Harbour Landing Apartments
Columbia, South Carolina 93% 90%
</TABLE>
The Partnership generated a net loss for the three and six months
ended June 30, 1995, of $277,984 and $653,092, respectively, versus a
net loss for the three and six months ended June 30, 1994, of $331,969
and $1,072,503. The decrease in the net loss for the three and six
month periods ended June 30, 1995 as compared to June 30, 1994, is due
to the sale of the Westmont Village investment property on November 22,
1994. Westmont Village Apartments was sold to an unaffiliated party.
Due to the deferred maintenance needs of the property, the Managing
General Partner believed that the sale of the property was in the best
interest of the Partnership.
Rental income and other income decreased due to the sale of Westmont
Village. Other income also decreased due to decreases in the number of
corporate units leased at Fox Run Apartments, one of the Partnership's
investment properties. As a result of the sale, there was an overall
decrease in the following expenses for the three and six months ended
June 30, 1995, versus the three and six months ended June 30, 1994:
operating, property management fees, maintenance, depreciation, interest
and property tax expense. Operating expenses also decreased due to
lower advertising expense, maintenance and administrative salaries,
utility expense and office supplies expense at Fox Run Apartments.
General and administrative expense decreased due to decreased fee
reimbursements for partnership accounting, investor services and asset
management services for the three and six month periods ended June 30,
1995, as compared to the three and six month periods ended June 30,
1994. In addition to the sale of Westmont Village, the decrease in
maintenance expense for the three and six months ended June 30, 1995, as
compared to the three and six months ended June 30, 1994, can be
attributed to the decrease in snow removal at Fox Run Apartments,
partially offset by increased yard and grounds contracts at Harbour
Landing Apartments, one of the Partnership's investment properties.
Interest expense also decreased for the first and second quarters of
1995 versus the first and second quarters of 1994 due to negotiations
with AMIT to lower the interest rate on Harbour Landing's debt, and
abate further late fees and default interest on the Fox Run debt.
The Partnership has a 41.1% investment in the Princeton Meadows Golf
Course Joint Venture. For the three and six months ended June 30, 1995,
the Partnership realized equity in income and equity in loss of the
Joint Venture of $6,526 and $47,107, respectively, as compared to an
equity in income of the Joint Venture of $53,122 and $7,402 for the
three and six months ended June 30, 1994, respectively. (See Note C -
Investment in Joint Venture). The loss for the six months ended June
30, 1995, can be
10
<PAGE>
attributed to bad debt expense recorded during the year
due to reserving uncollectible receivables. In addition, the Joint
Venture has experienced a decreased in association dues from 1994 to
1995.
As part of the ongoing business plan of the Partnership, the Managing
General Partner monitors the rental market environment of each of its
investment properties to assess the feasibility of increasing rents,
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, 1995, the Partnership had unrestricted cash of $1,214,122
as compared to $536,600 at June 30, 1994. Net cash provided by
operating activities decreased primarily due to a decrease in accounts
payable. Net cash used in investing activities increased due to
increased property improvements and replacements at Fox Run Apartments.
Net cash used in financing activities decreased slightly for June 30,
1995, as compared to June 30, 1994.
The Partnership continues to suffer from inadequate liquidity. In
addition, there are no identified capital resources available to the
Partnership. As a result, the Partnership has not had cash available to
perform the substantial rehabilitation necessary at each of the
investment properties.
The Partnership is in default on certain of its mortgages due to its
inability to make interest and principal payments when due. The
Partnership is current on its first mortgage on the Fox Run property,
but is in default on its second mortgage. Harbour Landing Apartments is
owned by Harbour Landing AP XI L.P. ("Sub-tier Partnership") of which
the Partnership is the 99.9% limited partner. The Sub-tier Partnership
is in default on the first and second mortgages secured by the Harbour
Landing property and has filed a plan of reorganization with the
bankruptcy court to avoid foreclosure by the lenders. During the second
quarter of 1995, the court approved its plan which would give the Sub-
tier Partnership through September 1995 to pay the debt on the property
through refinancing or sale of the property. The plan provides that the
lender can foreclose if the debt is not paid by September 1995; however,
the Managing General Partner believes it can sell the property prior to
that date and in fact has entered into contract negotiations to sell the
property. The second mortgages on Fox Run and Harbour Landing are held
by AMIT. The second mortgage held by AMIT, which is secured by the
Harbour Landing property, was never recorded by AMIT. The Partnership
and AMIT are currently in negotiations to amend the agreement so that
the mortgage will become unsecured debt of the Partnership. The
Managing General Partner is presently attempting to negotiate amendments
to these mortgages which would require interest only payments based on
an 8% pay rate with interest continuing to accrue at the original rate
as per the note agreement, with the principal amount due in July 1996
concurrent with the first mortgage maturity for Fox Run.
As a result of the above conditions, there is substantial doubt about
the Partnership's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or amounts or
classification of liabilities that may result from the outcome of these
uncertainties.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
AMIT, a real estate investment trust, made loans to the Partnership
in June 1988 and September 1992 in the amounts of $1,250,000, $2,000,000
and $1,600,000, respectively, secured by the Partnership's real property
known as Fox Run Apartments. AMIT also made a loan to the Joint Venture
in September 1991 in the amount of $1,280,000 secured by the Joint
Venture's real property known as Princeton Meadows Golf Course. Due to
default interest and late fees that are delinquent and have been added
to the principal balance, the current balance of the debt secured by
Princeton Meadows Golf Course is $1,320,419. The Partnership believed
that the loans were non-recourse obligations. AMIT asserted that these
loans were recourse by virtue of certain amendments purportedly entered
into as of November 1, 1992, but which the Partnership has been informed
and believes were actually executed in December 1992. The Partnership
has been further informed and believes that the amendments were executed
at the direction of Angeles by an individual in his purported capacity
as an officer of the Managing General Partner of the Partnership and the
Joint Venture at a time when such person was not in fact an officer of
such entities. Accordingly, the Partnership and the Joint Venture filed
Proofs of Claim in the Angeles bankruptcy proceeding with respect to
such purported amendments. Additionally, the Partnership and the Joint
Venture filed a Proof of Claim in the Angeles Funding Corporation and
Angeles Real Estate Corporation bankruptcy proceedings on similar
grounds. Both Angeles Funding Corporation and Angeles Real Estate
Corporation are affiliates of Angeles. Subsequently, the Partnership has
determined that the original note agreements on the $1,250,000 and
$1,600,000 were recourse and, therefore, the Partnership's Proofs of
Claim will be withdrawn.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General
Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option
to convert these Class B Shares, in whole or in part, into Class A
Shares on the basis of 1 Class A Share for every 49 Class B Shares.
These Class B Shares entitle MAE GP to receive 1% of the distribution of
net cash distributed by AMIT. These Class B Shares also entitle MAE GP
to vote on the same basis as Class A Shares which allows MAE GP to vote
approximately 33% of the total shares (unless and until converted to
Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the
vote). Between the date of acquisition of these shares (November 24,
1992) and March 31, 1995, MAE GP declined to vote these shares. Since
that date, MAE GP voted its shares at the 1995 annual meeting in
connection with the election of trustees and other matters. MAE GP has
not exerted, and continues to decline to exert, any management control
over or participate in the management of AMIT. However, MAE GP may
choose to vote these shares as it deems appropriate in the future.
As part of a settlement of certain disputes with AMIT, MAE GP granted
to AMIT an option to acquire the Class B Shares. This option can be
exercised at the end of 10 years or when all loans made by AMIT to
partnerships affiliated with MAE GP as of November 9, 1994, (which is
the date of execution of a definitive Settlement Agreement), have been
paid in full, but in no event prior to November 9, 1997. AMIT delivered
to MAE GP cash in the sum of $250,000 at closing, which occurred April
14, 1995, as payment for the option. Upon exercise of the option, AMIT
would remit to MAE GP an additional $94,000.
12
<PAGE>
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be
able to vote the Class B Shares on all matters except those involving
transactions between AMIT and MAE GP affiliated borrowers or the
election of any MAE GP affiliate as an officer or trustee of AMIT. On
those matters, MAE GP granted to the AMIT trustees, in their capacity as
trustees of AMIT, proxies with regard to the Class B Shares instructing
such trustees to vote said Class B Shares in accordance with the vote of
the majority of the Class A Shares voting to be determined without
consideration of the votes of "Excess Class A Shares" as defined in
Section 6.13 of the Declaration of Trust of AMIT.
The Registrant is unaware of any other pending or outstanding
litigation that is not of a routine nature. The Managing General
Partner of the Registrant believes that all such pending or outstanding
litigation will be resolved without a material adverse effect upon the
business, financial condition, or operations of the Partnership.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1995.
13
<PAGE>
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:
Carroll D. Vinson
President and Principal
Executive Officer
By:
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: August 9, 1995
14
<PAGE>
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 and Principal
Executive Officer
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: August 9, 1995
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Partners XI Limited Partnership's 1995 second quarter 10-QSB and
is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,241,122
<SECURITIES> 0
<RECEIVABLES> 15,427
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,972,091
<PP&E> 33,897,442
<DEPRECIATION> (17,281,652)
<TOTAL-ASSETS> 18,873,860
<CURRENT-LIABILITIES> 1,226,753
<BONDS> 33,268,779
<COMMON> 0
0
0
<OTHER-SE> (17,970,383)
<TOTAL-LIABILITY-AND-EQUITY> 18,873,860
<SALES> 0
<TOTAL-REVENUES> 3,922,082
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,528,067
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,691,374
<INCOME-PRETAX> (653,092)
<INCOME-TAX> 0
<INCOME-CONTINUING> (653,092)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (653,092)
<EPS-PRIMARY> (16.23)
<EPS-DILUTED> 0
</TABLE>
