FORM 10-QSB-QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
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
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, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 643
Restricted--tenant security deposits 92
Accounts receivable, net of allowance for
doubtful accounts of $7 6
Escrows for taxes and insurance 386
Restricted escrows 359
Other assets 426
Investment properties:
Land $ 3,209
Buildings and related personal property 37,706
40,915
Less accumulated depreciation (24,450) 16,465
$ 18,377
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 39
Tenant security deposits 109
Accrued taxes 519
Accrued interest 4,329
Due to affiliates 1,161
Other liabilities 70
Notes payable, including $3,870 in
default 44,055
Partners' Deficit
General partners $ (702)
Limited partners (44,390 units
issued and 43,897 units outstanding) (31,203) (31,905)
$ 18,377
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,
1997 1996 1997 1996
Revenues:
Rental income $ 1,397 $ 1,523 $ 4,164 $ 5,041
Other income 34 77 106 156
Total revenues 1,431 1,600 4,270 5,197
Expenses:
Operating 377 571 1,228 1,603
General and administrative 20 109 198 322
Maintenance 173 183 501 580
Depreciation 306 483 909 1,637
Interest 1,177 1,175 3,495 3,781
Property taxes 99 121 333 389
Bad debt recovery, net (4) (4) (22) (15)
Total expenses 2,148 2,638 6,642 8,297
Loss before gain on sale
of investment property
and extraordinary item (717) (1,038) (2,372) (3,100)
Gain on sale of investment
property -- 131 -- 626
Loss before extraordinary
item (717) (907) (2,372) (2,474)
Extraordinary gain on
extinguishment of debt -- -- -- 1,126
Net loss $ (717) $ (907) $ (2,372) $ (1,348)
Net loss allocated
to general partners (1%) $ (7) $ (9) $ (24) $ (13)
Net loss allocated
to limited partners (99%) (710) (898) (2,348) (1,335)
Net loss $ (717) $ (907) $ (2,372) $ (1,348)
Per limited partnership unit:
Loss before extraordinary
item $ (16.17) $ (20.34) $ (53.49) $ (55.49)
Extraordinary item -- -- -- 25.26
Net loss $ (16.17) $ (20.34) $ (53.49) $ (30.23)
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, 1996 43,897 $ (678) $ (28,855) $ (29,533)
Net loss for the nine months
ended September 30, 1997 -- (24) (2,348) (2,372)
Partners' deficit at
September 30, 1997 43,897 $ (702) $ (31,203) $ (31,905)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net loss $ (2,372) $ (1,348)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 909 1,637
Amortization of mortgage discounts, loan costs
and leasing commissions 42 96
Extraordinary gain on extinguishment of debt -- (1,126)
Gain on sale of investment property -- (626)
Bad debt recovery, net (22) (15)
Change in accounts:
Restricted cash (4) 9
Accounts receivable 87 30
Escrows for taxes and insurance (120) 219
Other assets 17 (32)
Accounts payable (5) 41
Tenant security deposit liabilities 6 (33)
Accrued taxes 120 (32)
Accrued interest 2,290 1,783
Due to affiliates 107 221
Other liabilities (5) 31
Net cash provided by operating activities 1,050 855
Cash flows from investing activities:
Property improvements and replacements (261) (195)
Proceeds from sale of investment property -- 5,995
Deposits to restricted escrows (75) (129)
Withdrawals from restricted escrows 57 66
Net cash (used in) provided by investing activities (279) 5,737
Cash flows from financing activities:
Principal payments on notes payable (591) (336)
Repayments of loans -- (12,620)
Loan costs paid -- (148)
Additions to notes payable 145 6,700
Net cash used in financing activities (446) (6,404)
Net increase in unrestricted cash and cash equivalents 325 188
Unrestricted cash and cash equivalents at
beginning of period 318 223
Unrestricted cash and cash equivalents at end of period $ 643 $ 411
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,116 $ 1,921
Supplemental disclosure of non-cash investing
and financing activities:
Interest on notes transferred to notes payable $ 655 $ 2,477
Mortgage debt canceled upon sale of investment property $ -- $ 1,126
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" or the "Registrant") will continue as a going
concern. The Partnership continues to incur recurring operating losses and
suffers from inadequate liquidity. Non-recourse indebtedness of approximately
$3,870,000 is in default at September 30, 1997, due to nonpayment of interest
and principal when due. In addition, indebtedness of $11,981,000, plus related
accrued interest, matures in November and December 1997. The Partnership does
not have the means with which to satisfy this indebtedness when it matures.
The Partnership incurred a net loss of approximately $2,372,000 for the nine
months ended September 30, 1997, and Angeles Realty Corporation II (the
"Managing General Partner") expects the Partnership to continue incurring such
losses. The Partnership generated cash from operations of approximately
$1,050,000 during the nine months ended September 30, 1997; however, this was
primarily the result of accruing interest of approximately $2,290,000 on its
indebtedness and approximately $107,000 for services provided by affiliates.
The Dayton Industrial Complex has four remaining buildings at September 30,
1997. The Partnership is in default on Building 53's and Building 59's non-
recourse first mortgages, in the amount of approximately $3,870,000, due to
nonpayment of interest and principal when due. The lenders on Buildings 53 and
59 of the Dayton Industrial Complex initiated foreclosure proceedings on
September 30, 1997 and December 27, 1996, respectively. The Managing General
Partner does not intend to contest these foreclosure proceedings. The
Partnership expects to lose both of these buildings to foreclosure in 1997. The
first mortgage secured by Building 55 and the second mortgages secured by
Buildings 41, 53 and 59, which total approximately $7,405,000 and are all non-
recourse to the Partnership, mature in December 1997. The estimated fair value
of these buildings is less than the indebtedness, and the Managing General
Partner anticipates losing these buildings when the indebtedness matures. The
Dayton Industrial Complex has not generated any operating cash for the
Partnership since it was purchased nor has the Partnership expended any cash to
support the property. The Managing General Partner does not intend to use any
Partnership funds to support this property.
The Partnership has unsecured working capital loans to Angeles Acceptance Pool,
L.P. ("AAP") in the amount of approximately $4,576,000, plus related accrued
interest, that is due November 25, 1997. This indebtedness is recourse to the
Partnership. Upon maturity, the Partnership will not have the means with which
to satisfy this obligation.
No other sources of additional financing have been identified by the
Partnership, nor does the Managing General Partner have any other plans to
remedy the liquidity problems the Partnership is currently experiencing. The
Managing General Partner anticipates that Fox Crest Apartments and Waterford
Square Apartments will generate sufficient cash flows during 1997 to meet all
property operating expenses, debt service requirements and to fund capital
expenditures. However, these cash flows will be insufficient to provide debt
service for the unsecured Partnership indebtedness. If the Managing General
Partner is unsuccessful in its efforts to restructure these loans, then it may
be forced to terminate the Partnership.
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 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, 1997, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1997. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-KSB for the fiscal year ended December
31, 1996.
Effective October 1, 1996, the Dayton Industrial Complex buildings were
classified as an investment property "held for disposal". Accordingly, the
buildings have been recorded at the lower of carrying amount or fair value, less
costs to sell, and no additional depreciation expense will be recorded during
the period the assets are held for disposal.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 amounts were paid or accrued to the Managing General Partner and
affiliates during each of the nine months ended September 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees $186 $173
Reimbursement for services of affiliates, including
$1,161 accrued at September 30, 1997 112 222
Included in reimbursement for services of affiliates is approximately $5,000 and
$1,000 in construction oversight costs for the period ended September 30, 1997
and 1996, respectively.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
In November 1992, 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.
These working capital loans funded the Partnership's operating deficits in prior
years. Total indebtedness was approximately $4,576,000, plus accrued interest,
at September 30, 1997, 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. Upon maturity
on November 25, 1997, the Partnership will not have the means with which to
satisfy this maturing debt obligation. Total interest expense for this loan was
approximately $363,000 and approximately $353,000 for the nine months ended
September 30, 1997 and 1996, respectively. Accrued interest payable was
approximately $2,150,000 at September 30, 1997.
AMIT currently holds notes receivable from the Partnership in the aggregate
amount of approximately $7,138,000 ("Glenwood Note" = $1,915,000, "Waterford
Square Note" = $459,000 and "Fox Crest Note" = $4,764,000). Total interest
expense on this financing was approximately $759,000 and approximately $743,000
for the nine months ended September 30, 1997 and 1996, respectively. Accrued
interest payable was approximately $1,402,000 at September 30, 1997.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. The terms of the Class B Shares provide
that they are convertable, in whole or in part, into Class A Shares on the basis
of 1 Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B Shares so long as AMIT's option is outstanding). These
Class B Shares entitle MAE GP to receive 1% of the distributions of net cash
distributed by AMIT (however, in connection with the settlement agreement
described in the following paragraph, MAE GP has agreed to waive its right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by the shares held by MAE GP would
approximate 1.3% of the vote). Between the date of acquisition of these shares
(November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares.
Since that date, MAE GP voted its shares at the 1995 and 1996 annual meetings in
connection with the election of trustees and other matters. MAE GP has not
exerted and continues to decline to exert any management control over or
participate in the management of AMIT. Subject to the terms of the proxy
described below, MAE GP may choose to vote these shares as it deems appropriate
in the future. In addition, Liquidity Assistance L.L.C., an affiliate of the
Managing General Partner and an affiliate of Insignia Financial Group, Inc.
("Insignia"), which provides property management and partnership administration
services to the Partnership, owns 96,800 Class A Shares of AMIT at September 30,
1997. These Class A Shares represent approximately 2.2% of the total voting
power of AMIT.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships affiliated
with MAE GP as of November 9, 1994 (which is the date of execution of a
definitive Settlement Agreement) have been paid in full, but in no event prior
to November 9, 1997. In connection with such settlement, AMIT delivered to MAE
GP cash in the sum of $250,000 at closing (which occurred April 14, 1995) as
payment for the option. If and when the option is exercised, AMIT will be
required to remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, the result of which is
that MAE GP is permitted to vote the Class B Shares on all matters except those
involving transactions between AMIT and MAE GP affiliated borrowers or the
election of any MAE GP affiliate as an officer or trustee of AMIT. On those
matters, MAE GP is obligated to deliver to the AMIT trustees, in their capacity
as trustees of AMIT, proxies with regard to the Class B Shares instructing such
trustees to vote said Class B Shares in accordance with the vote of the majority
of the Class A Shares voting to be determined without consideration of the votes
of "Excess Class A Shares" (as defined in Section 6.13 of the Declaration of
Trust of AMIT).
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive
merger agreement pursuant to which (subject to shareholder approval and certain
other conditions, including the receipt by AMIT of a fairness opinion from its
investment bankers) AMIT would be merged with and into IPT, with each Class A
Share and Class B Share being converted into 1.625 and 0.0332 common shares of
IPT, respectively. The foregoing exchange ratios are subject to adjustment to
account for dividends paid by AMIT from January 1, 1997 and dividends paid by
IPT from February 1, 1997. It is anticipated that Insignia (and its affiliates)
and MAE GP (and its affiliates) would own approximately 53.1% and 2.3%,
respectively, of post-merger IPT when this transaction is consummated.
The Partnership has agreed to pay Miller Valentine Realty ("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 - SALE OF PROPERTIES
On April 8, 1996, the Partnership sold Buildings 45 and 52 of the Dayton
Industrial Complex to an unaffiliated party for net sales proceeds of
$4,188,000, after payment of closing costs. The Partnership realized a gain of
$495,000 on the sales and a related $1,126,000 extraordinary gain on the early
extinguishment of debt. The extraordinary gain was the result of forgiveness of
debt.
On August 7, 1996, the Partnership sold Building 63 of the Dayton Industrial
Complex to an unaffiliated party for net sales proceeds of $1,807,000, after
payment of closing costs. The Partnership realized a gain of $131,000 on the
sale.
NOTE E - REFINANCINGS
In April 1996, the Partnership refinanced the mortgage encumbering Fox Crest
Apartments. The previous mortgage indebtedness, which carried a stated interest
rate of 10.25%, was in default due to 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 May 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 $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 Apartment, or a sale or refinance of the Partnership's beneficiary
interest in the trust which owns Fox Crest Apartments. The note provides for
interest at 12.5%.
In June 1996, the Waterford Square Note and the Glenwood Note, both held by
AMIT, were restructured, adding previously accrued delinquent interest and late
charges of $874,000 to the original note amount. The $459,000 and $1,915,000
notes provide semi-annual payments of excess cash flow, as defined, and mature
the earlier of March 1998, the date of sale of Waterford Square Apartments, the
occurrence of a default under the terms of the mortgage encumbering Waterford
Square Apartments, or a sale or refinance of the Partnership's beneficiary
interest in Waterford Square Apartments, Ltd. The notes provide for the accrual
of interest on the unpaid balance at 12.0% (Waterford Square Note) and 12.5%
(Glenwood Note).
In October 1996, the Partnership refinanced the mortgage encumbering Waterford
Square Apartments. The total mortgage indebtedness refinanced was $11,855,000,
of which $11,762,000 represented principal. The new indebtedness of
$11,999,000, which is guaranteed by HUD, carries a stated interest rate of 7.90%
and matures in November 2027.
NOTE F - CASUALTY
During September 1997, there were two separate kitchen fires at Fox Crest
Apartments. The damage to the affected units was minor and the total estimated
costs to repair the damage approximates the total insurance proceeds to be
received, therefore no casualty gain or loss is expected to occur.
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, 1997 and September 30,
1996.
Property 1997 1996
Waterford Square Apartments
Huntsville, Alabama (1) 91% 87%
Fox Crest Apartments
Waukegan, Illinois 96% 95%
Dayton Industrial Complex
Dayton, Ohio (2) 69% 72%
1) Waterford Square Apartments experienced an increase in occupancy due to an
improvement in the rental market in the Huntsville area. As the market in
this area continues to improve, the Managing General Partner anticipates
that Waterford Square Apartments' occupancy will continue to climb.
2) Dayton Industrial Complex has been adversely affected by the build-up of
commercial space in the area.
The Partnership realized net losses of approximately $717,000 and approximately
$2,372,000 for the three and nine months ended September 30, 1997, respectively,
versus net losses of approximately $907,000 and approximately $1,348,000 for the
three and nine months ended September 30, 1996, respectively. The increase in
net loss for the nine months ended September 30, 1997, versus the corresponding
period of 1996, can be attributed to the gain recognized on the sale of
investment properties and the gain recognized on the extinguishment of debt as a
result of the sales of Buildings 45, 52, and 63 in the Dayton Industrial
Complex, which occurred during the second and third quarters of 1996 (See "Note
D"). The loss before the gain on sale of investment property and extraordinary
gain decreased primarily due to the overall decrease in expenses as a result of
the sales of the three buildings in the Dayton Industrial Complex in 1996.
Historically, these buildings had not generated any operating income for the
Partnership.
Rental income decreased for the nine months ended September 30, 1997, versus the
nine months ended September 30, 1996, due to the aforementioned sales and also
due to the decrease in occupancy at the Daytona Industrial Complex for the
remaining buildings, but was partially offset by increases in rental income at
Fox Crest Apartments and Waterford Square Apartments due to increases in
occupancy and average annual rental rates at both of these investment
properties.
The sale of Buildings 45, 52 and 63 in the Dayton Industrial Complex is also the
primary reason for the decreases in operating, maintenance, depreciation,
interest and property tax expense for the nine months ended September 30, 1997,
as compared to the nine months ended September 30, 1996. Contributing to the
decrease in operating expense was a decrease in concessions offered at Waterford
Square Apartments. General and administrative expenses decreased primarily due
to a decrease in reimbursements for services of affiliates and decreased
professional fees. Due to the aforementioned sales, total maintenance expense
decreased, however maintenance expense at Waterford Square Apartments and Fox
Crest Apartments increased due to interior painting completed at both of the
investment properties during the nine months ended September 30, 1997. Also,
concrete repairs were made to sidewalks, stairways and ramps at Fox Crest
Apartments and new light fixtures were installed at Waterford Square Apartments.
The $1,729,000 write-down of the buildings in the Dayton Industrial Complex,
during the fourth quarter of 1996, contributed to the decrease in depreciation.
The decrease in interest expense, resulting from the sales, was partially offset
by an increase in interest expense on the defaulted debt and due to interest
accruing on increased debt balances as unpaid interest is added to principal
(see discussion below). Interest expense at Fox Crest Apartments and Waterford
Square Apartments decreased due to lower interest rates obtained through the
refinancings of the mortgage debt secured by these properties in 1996.
Included in maintenance expense for the nine months ended September 30, 1997, is
$28,000 of major repairs and maintenance mainly comprised of parking lot
repairs. For the nine months ended September 30, 1996, $2,000 of major repairs
and maintenance comprised of exterior building improvements and window covering
replacements were included in maintenance expense.
The Managing General Partner continues to monitor the rental market environment
at its investment properties to assess the feasibility of increasing rents,
maintaining or increasing occupancy levels and protecting the Partnership from
increases in expenses. 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, 1997, the Partnership held unrestricted cash and cash
equivalents of approximately $643,000 compared to approximately $411,000 at
September 30, 1996. Net cash provided by operating activities increased as a
result of increases in accrued interest and accrued taxes, offset partially by
an increase in escrows for taxes and insurance. The increase in accrued
interest is primarily due to the accrual of default interest, along with
interest accruing on increased debt balances at Dayton Industrial Complex as
accrued interest is added to the principal on all of the 2nd mortgages secured
by this property. The increase in escrows for taxes and insurance and the
increase in accrued taxes is due to the timing of the payments of the investment
properties' property tax bills. Net cash used in investing activities in 1997
resulted from an increase in property improvements and replacements. Net cash
provided by investing activities in 1996 resulted from the recognition of
proceeds received from the sale of the three buildings at the Dayton Industrial
Complex during the nine months ended September 30, 1996. Net cash used in
financing activities decreased due to the repayments of loans which occurred as
a result of the refinance of Fox Crest Apartments and the sales of Buildings 45,
52, and 63 at the Dayton Industrial Complex during 1996. This was partially
offset by the decrease in additions to notes payable. In 1996, the refinance of
Fox Crest Apartments led to an addition to notes payable of $6,700,000. During
1997, an advance from the lender to cover operating expenses for Building 59 of
the Dayton Industrial Complex led to an addition to notes payable of
approximately $145,000.
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. The Partnership continues to
incur recurring operating losses and suffers from inadequate liquidity. Non-
recourse indebtedness of approximately $3,870,000 is in default at September 30,
1997, due to non-payment of interest and principal when due. In addition,
indebtedness of approximately $11,981,000, plus related accrued interest,
matures in November and December 1997. The Partnership does not have the means
with which to satisfy this indebtedness when it matures.
The Dayton Industrial Complex has four remaining buildings at September 30,
1997. The Partnership is in default on Building 53's and Building 59's non-
recourse first mortgages, in the amount of approximately $3,870,000, due to
nonpayment of interest and principal when due. The lenders on Buildings 53 and
59 of the Dayton Industrial Complex initiated foreclosure proceedings on
September 30, 1997 and December 27, 1996, respectively. The Managing General
Partner does not intend to contest these foreclosure proceedings. The
Partnership expects to lose both of these buildings to foreclosure in 1997. The
first mortgage secured by Building 55 and the second mortgages secured by
Buildings 41, 53 and 59, which total approximately $7,405,000 and are all non-
recourse to the Partnership, mature in December 1997. The estimated fair value
of these buildings is less than the indebtedness, and the Managing General
Partner anticipates losing these buildings when the indebtedness matures. The
Dayton Industrial Complex has not generated any operating cash for the
Partnership since it was purchased nor has the Partnership expended any cash to
support the property. The Managing General Partner does not intend to use any
Partnership funds to support this property.
The Partnership has unsecured working capital loans to AAP in the amount of
approximately $4,576,000, plus related accrued interest that is due November 25,
1997. This indebtedness is recourse to the Partnership. Upon maturity, the
Partnership will not have the means with which to satisfy this obligation.
No other sources of additional financing have been identified by the
Partnership, nor does the Managing General Partner have any other plans to
remedy the liquidity problems the Partnership is currently experiencing. The
Managing General Partner anticipates that the Fox Crest Apartments and Waterford
Square Apartments will generate sufficient cash flows during 1997 to meet all
property operating expenses, debt service requirements and to fund capital
expenditures. However, these cash flows will be insufficient to provide debt
service for the unsecured Partnership indebtedness. If the Managing General
Partner is unsuccessful in its efforts to restructure these loans, then it may
be forced to terminate the Partnership.
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 27, 1996, the lender on Building 59 of the Dayton Industrial Complex
initiated foreclosure proceedings. The Managing General Partner does not intend
to contest this foreclosure and anticipates that this property will be lost in
1997.
On September 30, 1997, the lender on Building 53 of the Dayton Industrial
Complex initiated foreclosure proceedings. The Managing General Partner does
not intend to contest this foreclosure and anticipates that this property will
be lost in 1997.
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 other 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:
No reports on form 8-K were filed during the quarter ended
September 30, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS 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, 1997