U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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
California 95-3788040
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer 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. $7,560,901
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days. Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Units, it is the Registrant's belief that such
trading 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, a California corporation. 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".
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 financings 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 Management Group, L.P. provides day-to-
day 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 the hundreds of similar projects throughout the urban area. Such
competition is primarily on the basis of locations, 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 investments in property:
Date of
Property Purchase Type of Ownership Use
Fox Run Apartments 5/27/83 Fee ownership subject Residential Rental
to 1st, 2nd & 3rd trust 776 units
deeds
The Partnership also has a 41.1% investment in 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, 1995, is summarized as follows:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Princeton Meadows Golf Course 7/26/91 Fee ownership, subject Golf Course
to a first mortgage
</TABLE>
Princeton Meadows Golf Course is accounted for by Angeles Partners XI on the
equity method in accordance with its ownership percentage and is included on the
balance sheet as an "Investment in joint venture".
The Partnership sold Harbour Landing Apartments on September 6, 1995, to an
unaffiliated third party (see "Item 6. Management's Discussion and Analysis or
Plan of Operation" for further details).
Schedule of Property:
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Fox Run Apartments $28,394,901 $14,284,187 5-20 yrs S/L $10,300,443
See "Note B" of the financial statements included in "Item 7" for a
description of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Fox Run Apartments
1st mortgage $21,892,189 9.08% 30 years 7/1996 $21,705,935
2nd trust deed (1)(3) 2,794,309 12.50% (1) 9/1996 2,794,309
2nd trust deed (1)(3)(5) 1,760,952 11.50% (1) 9/1996 1,810,734
3rd trust deed (1)(3) 2,235,447 12.50% (1) 9/1996 2,235,447
Angeles Partners XI
Note payable
in default (2)(3) 178,423 10.00% (1) 2/1995 178,423
Working Capital
Loan (4) 1,797,299 Prime (1) 11/1997 1,797,299
Total $30,658,619 $30,522,147
<FN>
1) Interest only payments.
2) This loan is currently in default due to maturity. For additional
information, see "Item 6. Management's Discussion and Analysis or Plan
of Operation".
3) Payable to Angeles Mortgage Investment Trust.
4) Payable to Angeles Acceptance Pool, L.P.
5) Accrued and unpaid interest is added to the principal balance the
first of the following month.
</TABLE>
Average annual rental rate and occupancy for 1995 and 1994 for the property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Fox Run Apartments $8,672/unit $8,415/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 1995 were:
1995 1995
Billing Rate
Fox Run Apartments $676,672 2.18
Item 3. Legal Proceedings
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
made loans to the Partnership in June 1988, September 1992 and September 1992 in
the original principal 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. 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 ("Note Modifications"). The Partnership has been further
informed and believes that the amendments were executed at the direction of
Angeles Corporation ("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 evidencing the $1,250,000 and
$1,600,000 obligations were recourse and, therefore, the Partnership's Proofs of
Claim were withdrawn. In addition, Angeles has agreed to cooperate with the
Partnership and the Joint Venture in any action commenced by or against them by
AMIT asserting that the $2,000,000 and the $1,280,000 obligations owed to AMIT
are recourse to the Partnership. Angeles further agreed to waive the attorney-
client privilege with respect to any information relating to the Note
Modifications. Accordingly, the Partnership and the Joint Venture withdrew
their Proofs of Claim on August 9, 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 1.2% 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 37% 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 1.2% 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.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
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.
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 4. Submission of Matters to a Vote of Security Holders
The Unit holders of the Partnership did not vote on any matter during the
fourth quarter of 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 39,842 Limited Partnership Units outstanding and has 4,276 Limited
Partners of record. In 1994, the number of Limited Partnership Units decreased
by 158 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.
The Partnership has discontinued making cash distributions from operations
until the financial condition of the Partnership and other relevant factors
warrant resumption of distributions.
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 net income of $776,404 for the year ended December
31, 1995, as compared to net income of $5,288,241 for the year ended December
31, 1994. The decrease in net income is primarily due to the decreased gain
recognized on the sale of investment property in 1995 of $2,336,262 versus the
gain recognized in 1994 of $7,257,155. The Partnership sold Harbour Landing
Apartments in 1995 and Westmont Village Apartments in 1994. The decrease in
revenues and expenses is primarily attributable to the sales noted above.
The decreases to rental income were partially offset by increases in
occupancy and rental rates at Fox Run Apartments, the Partnership's remaining
property. Other income decreased due to the sales noted above and a decrease in
corporate unit income at Fox Run Apartments. Operating expenses, property
management fees, maintenance, depreciation, interest and property taxes
decreased due primarily to the aforementioned sales. General and administrative
expenses decreased due to decreased fee reimbursement for partnership
accounting, investor services and asset management services. A milder winter in
New Jersey led to a decrease in snow removal costs at Fox Run Apartments, which
contributed to the decrease in maintenance. The bad debt expense is due to an
increase in doubtful accounts relating to Harbour Landing Apartments, which was
sold in 1995.
During 1994, the Partnership recognized a loss on disposal of assets of
$151,980. This loss can be attributed to a re-roofing project at Fox Run
Apartments which resulted in the write-off of the original roofs which were not
yet fully depreciated.
As mentioned previously, the Partnership has a 41.1% investment in the
Princeton Meadows Golf Course Joint Venture. For 1995, the Partnership realized
an equity in the loss of the Joint Venture of $129,192 versus $77,378 equity in
the loss of the Joint Venture in 1994. The increased loss for the year ended
December 31, 1995, versus the year ended December 31, 1994, can be attributed to
the Partnership's proportionate share of a $199,000 environmental liability
established for the cost of the clean-up of contamination relating to an
underground fuel storage tank (See "Note C" for further discussion).
In 1995, the Partnership negotiated amendments to the mortgages held by AMIT
and as a result incurred $330,277 of debt restructure costs (See "Note H" for
further discussion).
On September 6, 1995, the Managing General Partner sold the Harbour Landing
property to an unaffiliated third party. The total consideration paid to the
Partnership was $4,900,000. The total gain on the sale was $2,336,262. Also,
as a result of the sale, $220,594 of debt was forgiven. The second mortgage
secured by Harbour Landing, which is recourse debt, is held by AMIT and is still
in default at December 31, 1995. Due to the sale of the property, this debt
became unsecured debt of the Partnership.
During the fourth quarter of 1994, the Partnership sold one of its investment
properties, Westmont Village Apartments, 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. Total consideration was $13,450,910. The total gain on the sale
was $7,257,155.
The Managing General Partner continues to monitor the rental market
environment at its investment property to assess the feasibility of increasing
rents, to maintain or increase the occupancy level and to protect the
Partnership from increases in expense. The Managing General Partner expects to
be able, at a minimum, to continue protecting the Partnership from inflation-
related increases in expenses by increasing rents and maintaining a high overall
occupancy level. However, rental concessions and rental reductions needed to
offset softening market conditions could affect the ability to sustain this
plan.
Liquidity and Capital Resources
The Partnership continues to incur operating losses and is in default on
$178,423 of its unsecured indebtedness, plus related accrued interest of
$213,962, due to its inability to make interest and principal payments when due.
The Partnership is current on its first mortgage secured by the Fox Run
property; however, the Partnership does not have the resources to pay this debt
when it matures in July 1996.
The second mortgages secured by Fox Run are held by Angeles Mortgage
Investment Trust ("AMIT"). The Managing General Partner has negotiated
amendments to these mortgages which now require interest only payments based on
an 8% pay rate with interest continuing to accrue at the original rate of 11.5%
and 12.5% as per the note agreement. The principal amount of this debt is due
in September 1996.
The Managing General Partner is conducting negotiations to refinance the
first and second mortgages prior to maturity, however, there is no assurance
that these negotiations will be successful.
As a result of a significant portion of the debt being in default or maturing
in 1996, 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.
The Partnership had unrestricted cash and cash equivalents of $869,516 at
December 31, 1995, versus $1,605,554 at December 31, 1994. Net cash provided by
operating activities decreased primarily due to the partial year operations of
the property that was sold. Net cash provided by investing activities decreased
due to the decreased proceeds received from the sale of Harbour Landing
Apartments in 1995 versus the proceeds received from the sale of Westmont
Village Apartments in 1994. Net cash used in financing activities decreased due
to the decreased repayments on the mortgage notes payable upon the sale of
Harbour Landing Apartments in 1995 versus the repayments on the mortgage notes
payable upon the sale of Westmont Village Apartments in 1994. The Partnership
had an overall decrease in cash of $736,038 during 1995 versus an overall
increase in cash of $1,218,700 during 1994.
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. As mentioned
previously, $178,423 unsecured debt of the Partnership is in default due to non-
payment upon maturity. The remaining indebtedness of $30,480,196 ranges from
interest only to an amortization period of 30 years with maturity dates ranging
from July 1996 to November 1997, during which $30,343,724 of balloon payments
are due. The Managing General Partner is currently negotiating the refinancing
of this indebtedness, however, there are no certainties that the refinancing
will be successful. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales and the
availability of cash reserves.
Item 7. Financial Statements
ANGELES PARTNERS XI
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Deficit - Years ended December 31, 1995
and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to 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 as of
December 31, 1995, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1995. 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 financial position of Angeles Partners XI as of
December 31, 1995, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Angeles
Partners XI will continue as a going concern. As more fully described in Note
A, the Partnership has incurred recurring operating losses, is in default on
certain indebtedness and has a significant portion of its debt maturing in 1996.
These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note A. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the outcome of this uncertainty.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 14, 1996
ANGELES PARTNERS XI
BALANCE SHEET
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $ 869,516
Restricted--tenant security deposits 510,944
Accounts receivable, net of allowance
of $30,788 14,149
Escrows for taxes 113,125
Restricted escrows 75,000
Other assets 86,924
Investment in joint venture (Note C) 60,230
Investment properties (Notes D and G):
Land $ 3,998,115
Buildings and related personal property 24,396,786
28,394,901
Less accumulated depreciation (14,284,187) 14,110,714
$15,840,602
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 114,093
Due to affiliates (Note F) 350,173
Tenant security deposits 500,010
Other liabilities 758,594
Notes payable, including $178,423
in default (Notes D, F and G) 30,658,619
Partners' Deficit
General partners' $ (481,557)
Limited partners' (39,842 units
issued and outstanding) (16,059,330) (16,540,887)
$15,840,602
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XI
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $ 7,203,988 $ 9,672,543
Other income 356,913 492,593
Total revenues 7,560,901 10,165,136
Expenses:
Operating 1,863,392 2,790,246
General and administrative 260,457 297,468
Property management fees (Note F) 368,605 506,180
Maintenance 720,890 967,494
Depreciation 1,583,239 2,059,526
Interest 3,322,247 4,388,726
Property taxes 732,267 895,052
Bad debt expense 30,787 --
Total expenses 8,881,884 11,904,692
Loss before loss on disposal
of property, gain on sale
of investment property,
equity in loss of joint venture,
debt restructure costs and extraordinary item (1,320,983) (1,739,556)
Loss on disposal of investment property -- (151,980)
Gain on sale of investment property (Note H) 2,336,262 7,257,155
Equity in loss of joint venture (Note C) (129,192) (77,378)
Debt restructure costs (Note H) (330,277) --
Income before extraordinary item 555,810 5,288,241
Extraordinary item-gain on extinguishment of
debt (Note H) 220,594 --
Net income $ 776,404 $ 5,288,241
Net income allocated to
general partners (1%) $ 7,764 $ 52,882
Net income allocated to
limited partners (99%) 768,640 5,235,359
Net income $ 776,404 $ 5,288,241
Per limited partnership unit:
Income before extraordinary item $ 13.81 $ 131.40
Extraordinary item 5.48 --
Net income $ 19.29 $ 131.40
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XI
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
<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, 1993 40,000 $(542,203) $(22,063,329) $(22,605,532)
Abandonment of Limited
Partnership Units (Note H) (158) -- -- --
Net income for the year
ended December 31, 1994 -- 52,882 5,235,359 5,288,241
Partners' deficit at
December 31, 1994 39,842 (489,321) (16,827,970) (17,317,291)
Net income for the year
ended December 31, 1995 -- 7,764 768,640 776,404
Partners' deficit at
December 31, 1995 39,842 $(481,557) $(16,059,330) $(16,540,887)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS XI
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 776,404 $ 5,288,241
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in loss from joint venture 129,192 77,378
Depreciation 1,583,239 2,059,526
Amortization of loan costs and discounts 98,837 187,984
Bad debt expense 30,787 --
Loss on disposal of property -- 151,980
Gain on sale of investment property (2,336,262) (7,257,155)
Gain on extinguishment of debt (220,594) --
Change in accounts:
Restricted cash (15,528) 118,739
Accounts receivable (17,756) 5,051
Escrows for taxes 112,463 282,827
Other assets (5,558) (38,007)
Accounts payable (241,173) (46,486)
Tenant security deposit liabilities (15,761) (86,644)
Accrued taxes (73,649) (261,201)
Due to affiliates 77,865 41,825
Other liabilities 730,735 265,614
Net cash provided by operating activities 613,241 789,672
Cash flows from investing activities:
Proceeds from sale of investment property 4,716,872 13,280,963
Property improvements and replacements (1,674,189) (736,435)
Deposits to restricted escrows (615,000) --
Withdrawals from restricted escrows 540,000 --
Net cash provided by investing activities 2,967,683 12,544,528
Cash flows from financing activities:
Proceeds of mortgage notes payable 330,277 --
Repayment of mortgage notes payable (3,986,937) (11,650,376)
Principal payments on mortgage notes payable (660,302) (465,124)
Net cash used in financing activities (4,316,962) (12,115,500)
(Decrease) increase in cash and cash equivalents (736,038) 1,218,700
Cash and cash equivalents at beginning of period 1,605,554 386,854
Cash and cash equivalents at end of period $ 869,516 $ 1,605,554
Supplemental disclosure of cash flow information:
Cash paid during this period for interest $ 2,585,514 $ 3,852,281
Supplemental disclosure of non-cash investing
and financing activities:
Interest capitalized into mortgage notes payable $ 1,610,382 $ --
Property improvements and replacements
included in accounts payable $ -- $ 214,513
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS XI
Notes to Financial Statements
December 31, 1995
Note A - Going Concern
The Partnership continues to incur operating losses and is in default on
$178,423 of its unsecured indebtedness, plus related accrued interest of
$213,962, due to its inability to make interest and principal payments when due.
The Partnership is current on its first mortgage secured by the Fox Run
property; however, the Partnership does not have the resources to pay this debt
when it matures in July 1996.
The second and third mortgages secured by Fox Run are held by Angeles Mortgage
Investment Trust ("AMIT"). The Managing General Partner has negotiated
amendments to these mortgages which now require interest only payments based on
an 8% pay rate with interest continuing to accrue at the original rate of 11.5%
and 12.5% as per the note agreement. The principal amount of this debt and
accrued interest is due in September 1996.
The Managing General Partner is conducting negotiations to refinance the first
and second mortgages prior to maturity, however, there is no assurance that
these negotiations will be successful.
As a result of a significant portion of the debt being in default or maturing in
1996, 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 - 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"), an
affiliate of Insignia Financial Group, Inc. As of December 31, 1995, the
Partnership operates one residential property located in Plainsboro, New Jersey.
Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its majority owned partnerships. All significant
interpartnership balances have been eliminated. Minority interest is
immaterial and is not shown separately in the financial statements.
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Restricted Escrow: The Partnership placed $75,000 of the proceeds from the sale
of Harbour Landing Apartments into a restricted escrow account, in accordance
with the sale agreement. These funds are for the payment of claims, if any,
against the property occurring prior to the sale date. Any remaining balance
reverts to the Partnership in September 1996.
Note B - Organization and Significant Accounting Policies (continued)
Tenant Security Deposits: The Partnership requires security deposits from all
apartment lessees for the duration of the lease. Deposits are refunded when the
tenant vacates the apartment if there has been no damage to the unit.
Loan Costs: Loan costs of $847,169 are included in "Other assets" and are being
amortized on a straight-line basis over the lives of the loans. Accumulated
amortization is $804,810.
Investment in Joint Venture: The Partnership accounts for its 41.1% investment
in Princeton Meadows Golf Course Joint Venture ("Joint Venture") using the
equity method of accounting (see Note C). Under the equity method, 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: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995, the Partnership adopted FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
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.
Note B - Organization and Significant Accounting Policies (continued)
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 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: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities. The Partnership estimates the fair value of
its mortgages by discounted cash flow analysis, based on estimated borrowing
rates currently available to the Partnership (Note D).
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Note C - Investment in Joint Venture
Condensed balance sheet information of the Joint Venture at December 31, 1995 is
as follows:
Assets
Cash $ 114,589
Deferred charges and other assets 116,790
Investment properties, net 1,897,831
Total $2,129,210
Liabilities and Partners' Capital
Note payable to AMIT, (Note F) $1,567,301
Other liabilities 412,688
Partners' capital 149,221
$2,129,210
The condensed statements of operations of the Joint Venture are summarized as
follows:
Years Ended
December 31,
1995 1994
Revenue $ 1,158,070 $ 1,169,094
Costs and expenses (1,472,406) (1,357,362)
Net loss $ (314,336) $ (188,268)
The Partnership's equity interest in the loss of the Joint Venture for the year
ended December 31, 1995 and 1994 was $129,192 and $77,378, 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 slightly 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.
Note C - Investment in Joint Venture (continued)
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 plans to engage two firms.
One engineering firm will be contracted to conduct consulting and compliance
work while a second firm will perform the field work necessary for the clean-up.
Contracts to remediate the site have been received from these two engineering
and environmental firms and are being reviewed. The Joint Venture has recorded
a liability of $199,000 for the costs of the clean-up. The contracts are
expected to be executed in early 1996 with work commencing and expected to be
completed during 1996. The Managing General Partner believes the liability
recorded is sufficient to cover all costs associated with this incident.
Note D - Notes Payable
The principle terms of notes payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C>
Fox Run Apartments
1st mortgage $196,166 9.08% 7/1996 $21,705,935 $21,892,189
2nd trust deed, (1)(4) 18,629 12.50% 9/1996 2,794,309 2,794,309
2nd trust deed, (1)(4)(5) 11,740 11.50% 9/1996 1,810,734 1,760,952
3rd trust deed, (1)(4) 14,903 12.50% 9/1996 2,235,447 2,235,447
Angeles Partners XI
Working capital loan(3) (1) Prime 11/1997 1,797,299 1,797,299
Note payable
in default (2),(4) 1,487 10.00% 2/1995 178,423 178,423
Totals $242,925 $30,522,147 $30,658,619
<FN>
(1) Interest only payments.
(2) Debt is in default due to maturity.
(3) Payable to Angeles Acceptance Pool, L.P. (See "Note F")
(4) Payable to Angeles Mortgage Investment Trust.
(5) Accrued and unpaid interest is added to principal the first of the following
month.
</TABLE>
The mortgage notes payable are nonrecourse and are secured by pledge of certain
of the Partnership s investment properties and by pledge of revenues from the
respective rental properties. Certain of the notes impose prepayment penalties
if repaid prior to maturity.
Note D - Notes Payable (continued)
The carrying value of the Partnership's aggregate mortgages approximates their
estimated fair value at December 31, 1995. The Managing General Partner
believes that it is not appropriate to use the Partnership's incremental
borrowing rate for the working capital loan and note in default as there are
currently no markets in which the Partnership could obtain similar financing.
Therefore, the Managing General Partner considers estimation of fair value for
these notes to be impracticable.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1995, are as follows:
1996 $28,861,320
1997 1,797,299
$30,658,619
Note E - 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.
Differences between the net income as reported and Federal taxable income result
primarily from (1) depreciation over different methods and lives and on
differing cost bases of investment properties, (2) change in rental income
received in advance, and (3) gain or loss on disposal of properties. The
following is a reconciliation of reported net income and Federal taxable income:
1995 1994
Net income as reported $ 776,404 $5,288,241
Add (deduct)
Depreciation differences 110,908 (71,709)
Unearned income (30,057) (70,975)
Discounts on mortgage
notes payable -- (66,770)
Loss on roof replacement -- 151,980
Gain on sale of investment properties 841,721 357,342
Miscellaneous 25,347 3,810
Federal taxable income $ 1,724,323 $5,591,919
Federal taxable income
per limited partnership unit $ 42.85 $ 138.95
Note E - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net deficiency as reported $(16,540,887)
Land and buildings 2,735,382
Accumulated depreciation (6,545,653)
Syndication and distribution costs 5,260,829
Other 610,640
Net deficiency - Federal tax basis $(14,479,689)
Note F - 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 payments were paid/accrued to the Managing General Partner and
affiliates in 1995 and in 1994:
1995 1994
Property management fees $368,605 $506,180
Reimbursement for services of affiliates
including $350,173 accrued at
December 31, 1995 154,159 198,631
In 1994, the Partnership paid $103,226 for sales commissions to Insignia
Mortgage & Investment Company, an affiliate of the Managing General Partner, in
connection with the sale of Westmont Village Apartments.
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 were 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.
Note F - Transactions with Affiliated Parties (continued)
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.
This working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was $1,797,299
at December 31, 1995, with monthly interest only payments at prime. A principal
payment was made in September 1995 in the amount of $194,340 from the proceeds
of the sale of Harbour Landing Apartments. The remaining principal balance is
to be paid the earlier of i) the availability of funds, ii) the sale of the
remaining property owned by the Partnership, or iii) November 25, 1997. Total
interest expense for this loan was $171,484 and $192,850 for the years ended
December 31, 1995 and 1994, respectively. There was $53,838 in interest accrued
at December 31, 1995.
AMIT currently provides secondary financing secured by the Partnership's
investment property, Fox Run Apartments. In addition, AMIT provides unsecured
financing to the Partnership. Total AMIT indebtedness included as a note
payable, was $6,969,131 at December 31, 1995. $178,423 of this indebtedness,
which is unsecured debt provided to the Partnership, was in default at December
31, 1995. Total interest expense on this financing was $731,073 and $574,060
for the years ended December 31, 1995 and 1994, respectively. Accrued interest
was $329,348 at December 31, 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 1.2% 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 37% 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 1.2% 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. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
Note F - Transactions with Affiliated Parties (continued)
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.
Note G - Investment Properties and Accumulated Depreciation
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Fox Run Apartments $28,682,897 $3,998,115 $20,989,855 $3,406,931
Angeles Partners XI 1,975,722 -- -- --
Totals $30,658,619 $3,998,115 $20,989,855 $3,406,931
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Fox Run Apts. $3,998,115 $24,396,786 $28,394,901 $14,284,187 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.
Note G - Investment Properties and Accumulated Depreciation (continued)
Reconciliation of "Investment Properties and Accumulated Depreciation":
Year Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $ 33,098,222 $ 45,733,348
Property improvements 1,459,676 950,948
Write-offs due to replacements -- (569,924)
Sale of investment property (6,162,997) (13,016,150)
Balance at end of year $28,394,901 $ 33,098,222
Accumulated Depreciation
Balance at beginning of year $ 16,475,075 $ 21,818,599
Additions charged to expense 1,583,239 2,059,526
Write-offs due to replacements -- (417,944)
Sale of investment property (3,774,127) (6,985,106)
Balance at end of year $14,284,187 $ 16,475,075
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1995 and 1994, is $31,130,283 and $35,993,848, respectively.
The accumulated depreciation taken for Federal income tax purposes at December
31, 1995 and 1994, is $20,829,840 and $24,170,119, respectively.
Note H - Other Items
On November 22, 1994, the Partnership sold one of its investment properties,
Westmont Village Apartments 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. Net
proceeds were $13,280,963 and the total gain on the sale was $7,257,155.
In 1994, the number of Limited Partnership Units decreased by 158 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 for that entire year.
The income per limited partnership unit in the accompanying statements of
operation is calculated based on the number of units outstanding at the
beginning of the year.
Note H - Other Items (continued)
On September 6, 1995, the Managing General Partner sold the Harbour Landing
property to an unaffiliated third party. Net proceeds were $4,716,872 and the
total gain on the sale was $2,336,262. Also, as a result of the sale $220,594
of debt was forgiven. The second mortgage, which was secured by Harbour Landing
Apartments, is held by AMIT and is still in default at December 31, 1995. Due
to the sale of the property, this debt became unsecured debt of the Partnership.
Prior to the third quarter of 1995, the Partnership was in default on the
mortgages held by AMIT, which is secured by the Fox Run property, due to its
inability to make interest and principal payments when due. However, during the
third quarter of 1995, the Partnership was successful in negotiating amendments
to these mortgages effective September 1, 1995. As a result of the
modifications, $330,277 of debt restructuring costs were incurred and the past
due interest of $1,610,382 at August 31, 1995 was capitalized to the principal
balance of the mortgage pursuant to the agreement.
PART III
Item 8. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosures
There were no disagreements with Ernst & Young LLP regarding the 1995 or
1994 audits of the Partnership's financial statements.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The names of the directors and executive officers of Angeles Realty
Corporation II ("ARC II"), the Partnership's Managing General Partner as of
December 31, 1995, their age and the nature of all positions with ARC II
presently held by them are as follows:
Name Age Office
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller, Principal Accounting
Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines, Esq. 36 Vice President and Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, 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. 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. From 1986 to 1990, Mr. Vinson was President and
a Director of U.S. Shelter Corporation, a real estate services company, which
sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P. and subsidiaries, he was an auditor
for the State of Tennessee and was associated with the accounting firm of
Harshman Lewis and Associates. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. is Managing Director - Partnership Administration of
Insignia Financial Group, Inc. ("Insignia"). During the five years prior to
joining Insignia in 1991, he served in a similar capacity for U.S. Shelter. He
was previously associated with the accounting firm, Ernst & Whinney, for eleven
years. Mr. Jarrard is a graduate of the University of South Carolina and a
certified public accountant.
John K. Lines, Esq. has been General Counsel and Secretary of Insignia since
June 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach,
Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney with
BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr.
Lines was employed as an Associate Attorney with Squire Sanders & Dempsey,
Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter. Ms. Buechler is a graduate of the University of North Carolina.
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,
fees and other payments have been made to the Partnership's Managing General
Partner and its affiliates, as described in "Note F" of the Financial Statements
included under "Item 7", which is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996, 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.
During the year ended December 31, 1995 and December 31, 1994, the
transactions that occurred between the Partnership and ARC II and affiliates of
ARC II pursuant to the terms of the Agreement are disclosed under "Note F" of
the Partnership's Financial Statements included under "Item 7", which is hereby
incorporated by reference.
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 1995.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has 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
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 21, 1996
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 on the date
indicated.
/s/Carroll D. Vinson President March 21, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal March 21, 1996
Robert D. Long, Jr. Accounting Officer
ANGELES PARTNERS XI
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.
ANGELES PARTNERS XI
Exhibit Index
Exhibit Number Description of Exhibit
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.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XI 1995 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
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 869,516
<SECURITIES> 0
<RECEIVABLES> 14,149
<ALLOWANCES> 30,788
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 28,394,901
<DEPRECIATION> 14,284,187
<TOTAL-ASSETS> 15,840,602
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,658,619
0
0
<COMMON> 0
<OTHER-SE> (16,540,887)
<TOTAL-LIABILITY-AND-EQUITY> 15,840,602
<SALES> 0
<TOTAL-REVENUES> 7,560,901
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,881,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,322,247
<INCOME-PRETAX> 555,810
<INCOME-TAX> 0
<INCOME-CONTINUING> 555,810
<DISCONTINUED> 0
<EXTRAORDINARY> 220,594
<CHANGES> 0
<NET-INCOME> 776,404
<EPS-PRIMARY> 19.29
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
