FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 655
Restricted--tenant security deposits 89
Accounts receivable, net of allowance for
doubtful accounts of $11 12
Escrows for taxes and insurance 275
Restricted escrows 389
Other assets 478
Investment properties:
Land $ 3,209
Buildings and related personal property 37,572
40,781
Less accumulated depreciation (24,144) 16,637
$ 18,535
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 48
Tenant security deposits 105
Accrued taxes 471
Accrued interest 3,794
Due to affiliates 1,197
Other liabilities 80
Notes payable, including $3,820 in
default 44,028
Partners' Deficit
General partners $ (695)
Limited partners (44,390 units
issued and 43,897 units outstanding) (30,493) (31,188)
$ 18,535
<FN>
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,408 $ 1,672 $ 2,767 $ 3,518
Other income 34 45 72 79
Total revenues 1,442 1,717 2,839 3,597
Expenses:
Operating 422 507 851 1,032
General and administrative 98 94 178 213
Maintenance 182 176 328 397
Depreciation 302 539 603 1,154
Interest 1,170 1,203 2,318 2,606
Property taxes 119 126 234 268
Bad debt expense (recovery), net 9 (20) (18) (11)
Total expenses 2,302 2,625 4,494 5,659
Loss before gain on sale
of investment property
and extraordinary item (860) (908) (1,655) (2,062)
Gain on sale of investment
property -- 495 -- 495
Loss before extraordinary
item (860) (413) (1,655) (1,567)
Extraordinary gain on
extinguishment of debt -- 1,126 -- 1,126
Net (loss) income $ (860) $ 713 $ (1,655) $ (441)
Net (loss) income allocated
to general partners (1%) $ (9) $ 7 $ (17) $ (4)
Net (loss) income allocated
to limited partners (99%) (851) 706 (1,638) (437)
Net (loss) income $ (860) $ 713 $ (1,655) $ (441)
Per limited partnership unit:
Loss before extraordinary
item $ (19.39) $ (9.26) $ (37.31) $ (35.15)
Extraordinary item -- 25.26 -- 25.26
Net (loss) income $ (19.39) $ 16.00 $ (37.31) $ (9.89)
<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, 1996 43,897 $ (678) $ (28,855) $ (29,533)
Net loss for the six months
ended June 30, 1997 -- (17) (1,638) (1,655)
Partners' deficit at
June 30, 1997 43,897 $ (695) $ (30,493) $ (31,188)
<FN>
See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net loss $ (1,655) $ (441)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 603 1,154
Amortization of mortgage discounts, loan costs,
and leasing commissions 28 72
Extraordinary gain on extinguishment of debt -- (1,126)
Gain on sale of investment property -- (495)
Bad debt recovery, net (18) (11)
Change in accounts:
Restricted cash (1) 5
Accounts receivable 77 21
Escrows for taxes and insurance (9) 56
Other assets (28) (16)
Accounts payable 4 (1)
Tenant security deposit liabilities 2 (28)
Accrued taxes 72 22
Accrued interest 1,534 1,265
Due to affiliates 143 135
Other liabilities 5 54
Net cash provided by operating activities 757 666
Cash flows from investing activities:
Property improvements and replacements (127) (52)
Proceeds from sale of investment property -- 4,188
Deposits to restricted escrows (48) (99)
Net cash (used in) provided by investing activities (175) 4,037
Cash flows from financing activities:
Principal payments on notes payable (341) (233)
Repayments of loans -- (10,813)
Loan costs -- (148)
Additions to notes payable 96 6,700
Net cash used in financing activities (245) (4,494)
Net increase in unrestricted cash and cash equivalents 337 209
Unrestricted cash and cash equivalents at
beginning of period 318 223
Unrestricted cash and cash equivalents at end of period $ 655 $ 432
Supplemental disclosure of cash flow information:
Cash paid for interest $ 720 $ 1,297
Supplemental disclosure of non-cash investing
and financing activities:
Interest on notes transferred to notes payable $ 434 $ 2,270
Property improvements and replacements included
in accounts payable $ -- $ 39
Mortgage debt canceled upon sale of investment property $ -- $ 1,126
<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" 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 $3,820,000 is
in default at June 30, 1997, due to nonpayment of interest and principal when
due. In addition, indebtedness of $11,800,000, plus related accrued interest,
matures in November and December 1997.
The Partnership incurred a net loss of $1,655,000 for the six months ended June
30, 1997, and Angeles Realty Corporation II (the "Managing General Partner")
expects this trend to continue. The Partnership generated cash from operations
of $757,000 during the six months ended June 30, 1997; however, this was
primarily the result of accruing interest of $1,534,000 on its indebtedness and
$143,000 for services provided by affiliates.
The Dayton Industrial Complex has four remaining buildings at June 30, 1997.
The Partnership is in default on Building 53's and Building 59's non-recourse
first mortgages, in the amount of $3,820,000, due to nonpayment of interest and
principal when due. 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. The Partnership
expects to lose both of these buildings to foreclosure in 1997. The first
mortgage on Building 55 and the second mortgages on Buildings 41, 53 and 59,
which total $7,224,000 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 will not use any Partnership funds on these buildings in 1997.
The Partnership has unsecured working capital loans to Angeles Acceptance Pool,
L.P. ("AAP") in the amount of $4,576,000, plus related accrued interest, that is
due in November 1997. This indebtedness is recourse to the Partnership. The
Managing General Partner will initiate negotiations with AAP and is hopeful that
these loans will be restructured, however, there can be no assurances that these
negotiations will be successful.
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 six month periods ended June
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 six months ended June 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included in operating $123 $115
expenses)
Reimbursement for services of affiliates (included
in general and administrative expenses), including
$1,197 accrued at June 30, 1997 143 135
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, 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 June 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. Total interest
expense for this loan was $240,000 and $235,000 for the six months ended June
30, 1997 and 1996, respectively. Accrued interest payable was $2,028,000 at June
30, 1997.
AMIT currently holds notes receivable from the Partnership in the aggregate
amount of $7,138,000. Total interest expense on this financing was $498,000 and
$499,000 for the six months ended June 30, 1997 and 1996, respectively. Accrued
interest payable was $1,141,000 at June 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 it's 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. 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 June 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, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and MAE
GP (and its affiliates) would own approximately 55% and 2.4%, 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.
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 six months ended June 30, 1997 and June 30, 1996.
Property 1997 1996
Waterford Square Apartments
Huntsville, Alabama (1) 91% 85%
Fox Crest Apartments
Waukegan, Illinois 96% 94%
Dayton Industrial Complex
Dayton, Ohio (2) 69% 83%
1) Waterford Square Apartments experienced an increase in occupancy due to an
improvement in the rental market in the Huntsville area.
2) Dayton Industrial has been adversely affected by the build-up of commercial
space in the area.
The Partnership realized net losses of $860,000 and $1,655,000 for the three and
six months ended June 30, 1997, respectively, versus net income and a net loss
of $713,000 and $441,000 for the three and six months ended June 30, 1996,
respectively. The increase in net loss 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 and #52 in the
Dayton Industrial Complex, which occurred during the second quarter of 1996 (See
"Note D"). Net loss before gain on sale of investment property and
extraordinary gain decreased due to the overall decrease in expenses as a result
of the sales of three buildings in the Dayton Industrial Complex in 1996.
Historically, these buildings had not generated any operating income for the
Partnership. Consequently, the loss of the buildings contributed to the
decreased loss for the Partnership before the gain on sale and extraordinary
item.
Rental income decreased for the six months ended June 30, 1997, versus the six
months ended June 30, 1996, due to the sales of Buildings 45, 52 and 63 in the
Dayton Industrial Complex (see discussion below), but was partially offset by
increases in rental income at Fox Crest Apartments and Waterford Square
Apartments due to increases in occupancy at both investment properties. Also,
contributing to the decrease in rental income was a decrease in occupancy at the
Dayton Industrial Complex for the remaining buildings.
The sale of Buildings 45, 52 and 63 in the Dayton Industrial Complex also
contributed to a decrease in operating, maintenance and depreciation expense for
the six months ended June 30, 1997, as compared to the six months ended June 30,
1996. Also, 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. General and administrative expenses decreased primarily due to
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 six months ended June 30, 1997, as well as
concrete repairs to sidewalks, stairways and ramps at Fox Crest Apartments. The
decrease in interest expense, resulting from the sales, was partially offset by
an increase in interest expense due to default interest, and due to interest
accruing on increased debt balances (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.
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 June 30, 1997, the Partnership had unrestricted cash and cash equivalents of
approximately $655,000 compared to approximately $432,000 at June 30, 1996. Net
cash provided by operating activities increased as a result of an increase in
accrued interest, offset partially by an increase in the net loss, as explained
above. 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. Net cash provided by investing
activities in 1996 resulted from the recognition of proceeds received from the
sale of the two buildings at the Dayton Industrial Complex during the six months
ended June 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 and 52 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 $96,000.
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 $3,820,000 is in default at June 30, 1997, due to non-
payment of interest and principal when due. In addition, indebtedness of
$11,800,000, plus related accrued interest, matures in November and December
1997.
The Dayton Industrial Complex has four remaining buildings at June 30, 1997. The
Partnership is in default on Building 53's and Building 59's non-recourse first
mortgages in the amount of $3,820,000 due to nonpayment of interest and
principal when due. The Partnership expects to lose these buildings to
foreclosure. The first mortgage on Building 55 and the second mortgages on
Buildings 41, 53 and 59, which total $7,224,000 and are all non-recourse to the
Partnership, mature in December 1997. The estimated fair value of these
buildings are 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 will not use any Partnership funds on
these buildings in 1997.
The Partnership has unsecured working capital loans to AAP in the amount of
$4,576,000, plus related accrued interest that is due in November 1997. This
indebtedness is recourse to the Partnership. The Managing General Partner will
initiate negotiations with AAP and is hopeful that these loans will be
restructured, however, there can be no assurances that these negotiations will
be successful.
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.
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:
No reports on form 8-K were filed during the quarter ended
June 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: August 12, 1997