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 September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-14248
ANGELES PARTNERS XIV
(Exact name of small business issuer as specified in its charter)
California 95-3959771
(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 (864) 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS XIV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 411
Restricted--tenant security deposits 87
Accounts receivable, (net of allowance for
doubtful accounts of $35) 20
Escrows deposits for taxes 297
Restricted escrows 348
Other assets 852
Investment properties:
Land $ 3,313
Buildings and related personal property 39,069
42,382
Less accumulated depreciation (23,258) 19,124
$ 21,139
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 137
Tenant security deposits 100
Accrued taxes 425
Accrued interest 3,116
Due to affiliates 985
Other liabilities 158
Notes payable, including $1,175
in default 42,557
Partners' Deficit
General partners $ (646)
Limited partners (44,139 units
issued and outstanding) (25,693) (26,339)
$ 21,139
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Revenues:
Rental income $ 1,523 $ 1,977 $ 5,041 $ 5,987
Other income 77 43 156 181
Total revenues 1,600 2,020 5,197 6,168
Expenses:
Operating 571 451 1,603 1,614
General and administrative 109 70 322 210
Maintenance 183 169 580 455
Depreciation 483 694 1,637 2,139
Interest 1,175 1,581 3,781 4,489
Property taxes 121 110 389 325
Bad debt (4) 8 (15) 21
Total expenses 2,638 3,083 8,297 9,253
Gain on sale of investment
property 131 78 626 78
Loss before extraordinary item (907) (985) (2,474) (3,007)
Extraordinary gain
on extinguishment of debt -- -- 1,126 --
Net loss $ (907) $ (985) $(1,348) $(3,007)
Net loss allocated to
general partners (1%) $ (9) $ (10) $ (13) $ (30)
Net loss allocated to
limited partners (99%) (898) (975) (1,335) (2,977)
Net loss $ (907) $ (985) $(1,348) $(3,007)
Per limited partnership unit:
Loss before extraordinary item $(20.34) $(22.10) $(55.49) $(67.44)
Extraordinary gain on
extinguishment of debt -- -- 25.26 --
Net loss $(20.34) $(22.10) $(30.23) $(67.44)
<FN>
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 44,390 $ 1 $ 44,390 $ 44,391
Partners' deficit at
December 31, 1995 44,139 $ (633) $(24,358) $(24,991)
Net loss for the nine months
ended September 30, 1996 (13) (1,335) (1,348)
Partners' deficit at
September 30, 1996 44,139 $ (646) $(25,693) $(26,339)
<FN>
See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net loss $ (1,348) $(3,007)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 1,637 2,139
Amortization of mortgage discounts, loan costs,
and leasing commissions 96 211
Extraordinary gain on extinguishment of debt (1,126) --
Gain on sale of investment property (626) (78)
Bad debt (recovery) expense (15) 21
Change in accounts:
Restricted cash 9 (4)
Accounts receivable 30 (2)
Escrows for taxes 219 (32)
Other assets (32) (131)
Accounts payable 41 (18)
Tenant security deposit liabilities (33) (33)
Accrued taxes (32) (24)
Accrued interest 1,783 1,990
Due to affiliates 221 130
Other liabilities 31 7
Net cash provided by operating activities 855 1,169
Cash flows from investing activities:
Property improvements and replacements (195) (248)
Proceeds from sale of investment property 5,995 4,096
Deposits to restricted escrows (129) (90)
Withdrawals from restricted escrows 66 84
Net cash provided by investing activities 5,737 3,842
Cash flows from financing activities:
Payments on mortgage notes payable (336) (771)
Repayments of loans (12,620) (4,089)
Loan cost (148) (67)
Proceeds from mortgage notes payable 6,700 49
Net cash used in financing activities (6,404) (4,878)
Net increase in cash and cash equivalents 188 133
Cash and cash equivalents at beginning of period 223 183
Cash and cash equivalents at end of period $ 411 $ 316
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,921 $ 2,307
Supplemental disclosure of non-cash investing and
financing activities:
Interest on notes transferred to notes payable $ 2,477 $ 978
<FN>
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS XIV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming Angeles
Partners XIV (the "Partnership") will continue as a going concern. The
Partnership continues to suffer from inadequate liquidity and is in default on
approximately $1,175,000 of its debt obligations due to non-payment upon
maturity.
In 1995, Angeles Mortgage Investment Trust ("AMIT") brought suit against the
Partnership to protect its interest in $1,175,000 of this indebtedness, which
was previously unsecured indebtedness of the Partnership. On April 30, 1996,
the Partnership granted to AMIT a security interest in the Partnership's general
partner interest in Waterford Square Apartments, Ltd., which owns the Waterford
Square Apartments, as security for the $1,175,000 of AMIT indebtedness. In
April 1996, delinquent accrued interest and late charges of $1,764,000, which
had been previously accrued, were added to $3,000,000 (the "Fox Crest Note") of
the AMIT indebtedness and the maturity date was extended to the earlier of March
2003 or the occurrence of certain events (see "Note E"). The Partnership
granted AMIT a security interest in the beneficiary interest in the trust which
owns Fox Crest Apartments, as security for $4,764,000 of the AMIT indebtedness.
In return for granting the aforementioned interests, AMIT has agreed not to file
a judgment lien directly against the Fox Crest Apartments property. The
mortgage secured by Waterford Square Apartments and guaranteed by HUD is current
and is not in default. The Managing General Partner anticipates sufficient cash
flow to be generated by the properties over the next twelve months to meet all
non-debt related operating expenses.
As a result of the above, 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 and classifications of liabilities that may
result from 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 Angeles Realty Corporation II (the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 1996, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1996. 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, 1995.
NOTE B - BASIS OF PRESENTATION (CONTINUED)
Certain reclassifications have been made to the 1995 information to conform to
the 1996 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 each of the nine months ended September 30, 1996 and 1995, were paid or
accrued:
1996 1995
(in thousands)
Property management fees $173 $272
Reimbursement for services of affiliates,
(Approximately $221,000 accrued at
September 30, 1996) 228 132
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 loans previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), an affiliate of
the Managing General Partner, was, until April 14, 1995, the 1% general partner
of AAP. On April 14, 1995, as part of a settlement of claims between affiliates
of the Managing General Partner and Angeles, AAD resigned as general partner of
AAP and simultaneously received a 1/2% limited partner interest in AAP. An
affiliate of Angeles now serves as the general partner of AAP.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)
These working capital loans funded the Partnership's operating deficits in prior
years. Total indebtedness was approximately $4,576,000 at September 30, 1996,
with monthly interest accruing at prime plus two percent. Interest is to be
paid based on excess cash flow, as defined. Principal 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 approximately $353,000 and $370,000 for the nine months ended September
30, 1996 and 1995, respectively. Accrued interest payable was $1,671,000 at
September 30, 1996.
AMIT currently provides notes payable to the Partnership and secondary financing
on one of the Partnership's investment properties in the amount of $6,264,000.
Total interest expense on this financing was $743,000 and $672,000 for the nine
months ended September 30, 1996 and 1995, respectively. Accrued interest payable
was $1,291,000 at September 30, 1996.
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 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, currently owns 87,700 Class A Shares of AMIT. These Class A Shares
entitle LAC to vote approximately 2% of the total shares. The number of Class A
shares of AMIT owned by LAC increased from 63,200 shares as of September 30,
1996, to 87,700 shares as of October 22, 1996. The voting percentage also
increased from 1.5% to 2% over the same period.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships affiliated
with MAE GP as of November 9, 1994, (which is the date of execution of a
definitive Settlement Agreement) have been paid in full, but in no event prior
to November 9, 1997. 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 will remit to MAE GP an additional $94,000.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)
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 these matters, MAE GP will deliver to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In March 1992, the Partnership entered into an incentive management agreement
with Miller-Valentine Realty, an Ohio corporation ("MV"). An affiliate of MV
was the original seller of the Dayton Industrial Complex to the Partnership.
Pursuant to the agreement, MV was appointed exclusive leasing agent, property
manager and sales agent for these properties. As part of the agreement, MV
secured the agreement of its affiliate which holds the secured mortgages on
these properties to change their terms to reflect that interest on such debt
will be paid only to the extent of the properties' cash flows, after payment of
operating expenses and senior financing costs. Interest on the second mortgages
that is not paid on a current basis will continue to accrue and will be due upon
sale or refinancing of the properties. Additionally, MV has agreed to lend the
Partnership up to $1,000,000 for working capital requirements of which $278,000
is outstanding at September 30, 1996. The balance of such loan proceeds may be
used for capital improvements at the properties, as and when deemed appropriate
and necessary by MV; payment of tenant improvements necessary for leasing space;
and to cover any shortfalls in operating expenses or debt service payments. It
is questionable whether MV will fund the remainder. The loan bears interest at
10% per annum with principal and interest payments deferred until all necessary
repairs, expenses and other arrearages have been fully funded and anticipated
income from the properties appears sufficient so that all operating expenses,
real estate taxes, and debt service can continue to be paid timely. This loan
is secured by the properties and is nonrecourse to any other assets of the
Partnership. MV will also attempt to refinance the properties and has secured
the agreement of the holder of the second mortgages on the properties to
subordinate its debt to any such refinancing.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)
The Partnership has agreed to pay MV property management fees, leasing
commissions, and financing fees and sales commissions upon the refinancing or
sale of the properties. The Partnership will receive the first $3,000,000 of
excess cash from operations, refinancings or sales of the properties less
unrefunded arrearages. Thereafter, the agreement provides that MV shall
receive, as incentive for providing property management, leasing and asset
management services to the Partnership, two-thirds of the next $12,000,000 of
excess cash proceeds generated by the properties. Cash in excess of $15,000,000
shall be shared equally by MV and the Partnership.
The agreement contemplates that the properties will be sold at an opportune time
but no later than 10 years after commencement of the agreements (March 2, 1992).
In addition, the agreement contains an option for MV to buy the properties five
years after the commencement date of the agreement. The Managing General
Partner does not anticipate that there will be any proceeds available to the
Partnership. Should the Partnership elect not to sell, it would be obligated to
purchase MV's incentive interest based on the offered purchase price. The
Partnership intends to maintain ownership of the Dayton properties only as long
as they are under the management of MV. There is no certainty as to the future
of the Dayton properties otherwise.
NOTE D - SALES OF INVESTMENT PROPERTIES
The Partnership sold Building 47 of the Dayton Industrial Complex on August 31,
1995. Proceeds from the sale were approximately $4,096,000 which were used to
pay off the first mortgage and pay down the second mortgage. The Partnership
recognized an approximate $78,000 gain on the sale.
In April 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial
Complex to an unaffiliated party, Mid-States Development Company, an Ohio
general partnership, and an affiliate of Miller-Valentine Realty, an Ohio
Corporation, for net sales proceeds of approximately $4,188,000 after payment of
closing costs. The Partnership realized a gain of approximately $495,000 on the
sales and a related $1,126,000 extraordinary gain on the early extinguishment of
debt during the second quarter of 1996. The extraordinary gain was the result
of forgiveness of debt.
The sales transactions are summarized as follows (amounts in thousands):
Cash proceeds received $ 4,188
Net real estate (1) (3,720)
Net other liabilities 27
Gain on sale of real estate $ 495
(1) Net of accumulated depreciation of approximately $3.3 million.
NOTE D - SALE OF INVESTMENT PROPERTIES (CONTINUED)
In August 1996, the Partnership sold Building 63 of the Dayton Industrial
Complex to an unaffiliated party, ABMD, Ltd., an Ohio limited liability company,
for net sales proceeds of approximately $1,807,000 after payment of closing
costs. The Partnership realized a gain of approximately $131,000 on the sale
during the third quarter of 1996.
The sales transactions are summarized as follows (amounts in thousands):
Cash proceeds received $ 1,807
Net real estate (1) (1,676)
Net other liabilities --
Gain on sale of real estate $ 131
(1) Net of accumulated depreciation of approximately $1.5 million.
The following unaudited pro-forma information reflects the operations of the
Partnership for the three months ended September 30, 1996 and 1995, and the nine
months ended September 30, 1996 and 1995, as if Buildings 45, 52 and 63 had been
sold January 1, 1995.
Proforma Results of Operations for the
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands) (in thousands)
Revenues $ 1,573 $ 1,678 $ 4,730 $ 5,116
Net loss (990) (972) (2,883) (2,887)
Loss per limited partnership unit (22.20) (21.80) (64.66) (64.75)
NOTE E - REFINANCING
On April 30, 1996, the Partnership refinanced the mortgage encumbering Fox Crest
Apartments. The total mortgage indebtedness, which carried a stated interest
rate of 10.25%, was in default since its maturity date in August 1994. The new
mortgage indebtedness of $6,700,000 carries a stated interest rate of 8.00% with
a balloon payment due March 12, 2003. Monthly payments of principal and
interest are $56,000.
In April 1996, the Fox Crest Note, held by AMIT, was restructed adding
previously accrued delinquent interest and late charges of $1,764,000 to the
original note amount. The $4,764,000 note is a term loan which matures the
earlier of March 2003, the date of sale or refinance of Fox Crest Apartments,
the occurrence of a default under the terms of the mortgage encumbering Fox
Crest Apartments, or a sale or refinance of the Partnership's beneficiary
interest in the trust which owns Fox Crest Apartments. The note provides for
interest of 12.5%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes and
one commercial property. The following table sets forth the average occupancy
of the properties for the nine months ended September 30, 1996 and 1995:
Property 1996 1995
Waterford Square Apartments
Huntsville, Alabama 87% 87%
Fox Crest Apartments
Waukegan, Illinois 95% 97%
Dayton Industrial Complex
Dayton, Ohio (1) 72% 86%
(1)Dayton Industrial Complex's occupancy decreased due to several tenants
vacating. Attempts to lease the space have proven unsuccessful.
The Partnership recorded net losses for the nine months ended September 30,
1996, and September 30, 1995, of approximately $1,348,000 and $3,007,000,
respectively. The Partnership recorded net losses of approximately $907,000 and
$985,000 for the three months ended September 30, 1996, and September 30, 1995,
respectively. The decrease in net loss for both the three and nine months ended
September 30, 1996, versus the three and nine months ended September 30, 1995,
can be attributed to the increase in the gain on the sale of investment
properties recognized as a result of the sale of Buildings 45 and 52 in the
Dayton Industrial Complex on April 8, 1996, and the sale of Building 63 in the
Dayton Industrial Complex on August 7, 1996. In 1995, the gain on the sale of
investment properties reflects the gain recognized on the sale of only one
building, Building 47, which occurred in August of 1995.
Rental income decreased for the period ended September 30, 1996, versus
September 30, 1995, due to the sale of certain buildings which was partially
offset by an increase in rental income at Fox Crest Apartments and Waterford
Square Apartments. Although average occupancy decreased from September 30,
1995, to September 30, 1996, at Fox Crest Apartments and remained the same at
Waterford Square Apartments, there was an increase in average rental rates for
the period ended September 30, 1996, which caused the increase in rental income
for these properties. Other income decreased due to the sales as well as
decreases in cleaning and damage fees, late charges and deposit forfeitures at
Fox Crest Apartments.
The sales of Buildings 47, 45, 52 and 63 in the Dayton Industrial Complex also
contributed to a decrease in operating and depreciation expense for the period
September 30, 1996, as compared to September 30, 1995. Maintenance and general
and administrative expenses increased for the period ended September 30, 1996.
Maintenance expense increased at the Dayton Industrial Complex due to increased
snow removal costs, window repairs, emergency lighting and painting. Increased
partnership cost reimbursements and professional fees resulted in an increase in
general and administrative expense.
The decrease in interest expense resulting from the sales was partially offset
by an increase in Partnership debt as interest was added to principal. Also,
the increase in property tax expense was partially offset by a decrease in
property tax expense at Dayton Industrial Complex due to the sales.
The Partnership sold Building 47 of the Dayton Industrial Complex on August 31,
1995. Proceeds from the sale were approximately $4,096,000 which were used to
pay off the first mortgage and pay down the second mortgage. The Partnership
recognized an approximate $78,000 gain on the sale.
In April 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial
Complex to an unaffiliated party, Mid-States Development Company, an Ohio
general partnership, and an affiliate of Miller-Valentine Realty, an Ohio
Corporation, for net sales proceeds of approximately $4,188,000 after payment of
closing costs. The Partnership realized a gain of approximately $495,000 on the
sales and a related $1,126,000 extraordinary gain on the early extinguishment of
debt during the second quarter of 1996.
In August 1996, the Partnership sold Building 63 of the Dayton Industrial
Complex to an unaffiliated party, ABMD, Ltd., an Ohio limited liability company,
for net sales proceeds of approximately $1,807,000 after payment of closing
costs. The Partnership realized a gain of approximately $131,000 on the sale
during the third quarter of 1996.
The Managing General Partner continues to monitor the rental market environment
at its investment properties 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 increasing the overall occupancy level.
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of approximately
$411,000 compared to approximately $316,000 at September 30, 1995. The decrease
in net cash provided by operating activities resulted from a decrease in the
increase in accrued interest offset, in part, by a reduction in escrows.
Proceeds from the sale of the three buildings at the Dayton Industrial Complex
resulted in an increase in net cash provided by investing activities. Net cash
used in financing activities increased due to the repayment of the loan for Fox
Crest Apartments, partially offset by the proceeds from notes payable due to the
refinancing. In addition, the sales of buildings of 45,52 and 63 at the Dayton
Industrial complex also resulted in repayments of mortgage notes payable
contributing to the increase in net cash used in financing activities.
On April 30, 1996, the Partnership refinanced the mortgage encumbering Fox Crest
Apartments. The total mortgage indebtedness, which carried a stated interest
rate of 10.25%, was in default since its maturity date in August 1994. The new
mortgage indebtedness of approximately $6,700,000 carries a stated interest rate
of 8.00%, with a balloon payment due March 12, 2003.
In April 1996, the Fox Crest Note, held by AMIT, was restructured, adding
previously accrued delinquent interest and late charges of $1,764,000 to the
original note amount. The approximately $4,764,000 note is a term loan which
matures the earlier of March, 2003, the date of sale or refinance of Fox Crest
Apartments, the occurrence of a default under the terms of the mortgage
encumbering Fox Crest Apartments, or a sale or refinance of the Partnership's
beneficiary interest in the trust which owns Fox Crest Apartments. The note
provides for interest of 12.5%.
The Partnership has no material capital programs scheduled to be performed in
1996, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. The Partnership continues to
suffer from inadequate liquidity and is in default on certain of its debt
obligations due to non-payment upon maturity. Limited sources of additional
financing have been identified by the Partnership. The total amount of debt in
default at September 30, 1996, is $1,175,000.
In 1995, AMIT brought suit against the Partnership to protect its interest in
$1,175,000 of this indebtedness, which was previously unsecured indebtedness of
the Partnership. On April 30, 1996, the Partnership granted to AMIT a security
interest in the Partnership's general partner interest in Waterford Square
Apartments, Ltd., which owns the Waterford Square Apartments, as security for
the $1,175,000 of AMIT indebtedness. In April 1996, delinquent accrued interest
and late charges of $1,764,000, which had been previously accrued, were added to
$3,000,000 (the "Fox Crest Note") of the AMIT indebtedness and the maturity date
was extended to the earlier of March 2003 or the occurrence of certain events
(see "Note E"). The Partnership granted AMIT a security interest in the
beneficiary interest in the trust which owns Fox Crest Apartments, as security
for $4,764,000 of the AMIT indebtedness. In return for granting the
aforementioned interests, AMIT has agreed not to file a judgment lien directly
against the Fox Crest Apartments property. The mortgage secured by Waterford
Square Apartments and guaranteed by HUD is current and is not in default. The
Managing General Partner anticipates sufficient cash flow to be generated by the
properties over the next twelve months to meet all non-debt related operating
expenses.
As a result of the above, 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 and classifications of liabilities that may
result from these uncertainties.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 11, 1995, AMIT filed a breach of contract action with respect to a
$1,300,000 (original face amount) promissory note issued by it on April 1, 1991,
to the Partnership. The Partnership defaulted on its repayment obligations in
June 1993, after which the property which secured the note was foreclosed upon.
A default judgment in the amount of $1,775,000 had been sought as a result of
this action. In April 1996, this matter was resolved by transferring a security
interest in the beneficiary interest in the trust which owns Fox Crest
Apartments and a security interest in the general partner interest which owns
the Waterford Square Apartments to AMIT in consideration for their not filing a
judgment lien against the Fox Crest property.
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 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
currently owns 87,700 Class A Shares of AMIT. These Class A Shares entitle LAC
to vote approximately 2% of the total shares. The number of Class A shares of
AMIT owned by LAC increased from 63,200 shares as of September 30, 1996, to
87,700 shares as of October 22, 1996. The voting percentage also increased from
1.5% to 2% over the same period.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships affiliated
with MAE GP as of November 9, 1994, (which is the date of execution of a
definitive Settlement Agreement) have been paid in full, but in no event prior
to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at
closing, which occurred on April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT will 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 these 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 Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner of the Partnership
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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule.
b) Reports on Form 8-K:
A Form 8-K was filed on August 22, 1996, reporting the sale of
Building 63 of the Dayton Industrial Complex.
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 XIV
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: November 12, 1996