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 March 31, 1996
[ ] 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, 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)
March 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 206
Restricted--tenant security deposits 92
Accounts receivable, net of allowance of $59 12
Escrows for taxes and insurance 628
Restricted escrows 312
Other assets 731
Investment properties
Land $ 4,164
Buildings and related personal property 48,756
52,920
Less accumulated depreciation (27,553) 25,367
$ 27,348
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 119
Tenant security deposits 128
Accrued taxes 490
Accrued interest 4,203
Due to affiliates 829
Other liabilities 146
Notes payable, including $11,751 in default 47,578
Partners' Deficit
General partners $ (645)
Limited partners (44,139 units issued
and outstanding) (25,500) (26,145)
$ 27,348
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 1,846 $ 2,008
Other income 34 94
Total revenues 1,880 2,102
Expenses:
Operating 525 608
General and administrative 119 84
Maintenance 221 134
Depreciation 615 722
Interest 1,403 1,398
Property taxes 142 106
Bad debt 9 20
Total expenses 3,034 3,072
Net loss $(1,154) $ (970)
Net loss allocated to general
partners (1%) $ (12) $ (10)
Net loss allocated to limited
partners (99%) (1,142) (960)
$(1,154) $ (970)
Net loss per limited
partnership unit $(25.87) $ (21.75)
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
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 three months
ended March 31, 1996 -- (12) (1,142) (1,154)
Partners' deficit at
March 31, 1996 44,139 $ (645) $(25,500) $(26,145)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,154) $ (970)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 615 722
Amortization of discounts, loan costs, and
leasing commissions 33 64
Bad debt expense 9 20
Change in accounts:
Restricted cash 4 2
Accounts receivable 14 (31)
Escrows for taxes and insurance (112) (99)
Other assets 35 24
Accounts payable 23 8
Tenant security deposit liabilities (5) (2)
Accrued taxes 6 --
Accrued interest 670 669
Due to affiliates 65 45
Other liabilities 19 44
Net cash provided by operating activities 222 496
Cash flows from investing activities:
Property improvements and replacements (20) (132)
Deposits to restricted escrows (27) --
Withdrawals from restricted escrows -- 19
Net cash used in investing activities (47) (113)
Cash flows from financing activities:
Principal payments on notes payable (151) (144)
Loan costs (41) --
Net cash used in financing activities (192) (144)
Net (decrease) increase in cash (17) 239
Cash and cash equivalents at beginning of period 223 183
Cash and cash equivalents at end of period $ 206 $ 422
Supplemental disclosure of cash flow information:
Cash paid for interest $ 704 $ 688
Interest on notes transferred to notes payable $ 278 $ 350
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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
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 March 31, 1996, is $11,751,000.
At March 31, 1996, Fox Crest Apartments is in default due to maturity on its
non-recourse first mortgage in the amount of $6,541,000. Subsequent to March
31, 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. Monthly payments of
principal and interest will be approximately $56,000.
The Dayton Industrial Complex contains seven buildings. The Partnership is in
default on Dayton Building 45's non-recourse first mortgage in the amount of
$1,035,000 due to its maturity in December 1995. In addition, Dayton Building
52's non-recourse first mortgage in the amount of $1,040,000, which matured
December 1995, was extended through May 8, 1996. Subsequent to March 31, 1996,
the Partnership sold Buildings 45 and 52 of the Dayton Industrial Complex for
$2,650,000 and $1,637,000, respectively. Due to significant debt secured by
these properties, there will be no proceeds available to the Partnership. The
Partnership is investigating the possibility of selling some or all of the
remaining buildings at Dayton Industrial Complex.
The unsecured indebtedness to AMIT, in the amount of $4,175,000, is in default
due to maturity of the notes. In 1995 AMIT brought suit against the
Partnership to protect its interest in $1,175,000 of this indebtedness. The
Partnership is contemplating granting to AMIT a security interest in the general
partnership which owns the Waterford Square Apartments, as security for the
$1,175,000 of AMIT indebtedness. The Partnership is contemplating granting AMIT
a security interest in the beneficiary interest in the trust which owns the Fox
Crest Apartments, as security for $3,000,000 of the AMIT indebtedness. In
return for granting the aforementioned interests, the Partnership is seeking to
have the defaults cleared on the $1,175,000 and $3,000,000 of indebtedness. 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.
Note A - Going Concern (continued)
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 month period ended March 31,
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.
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 the three months ended March 31, 1996 and 1995, were paid or accrued:
1996 1995
(in thousands)
Property management fees $91 $99
Reimbursement for services of affiliates
(total of $829,000 accrued at March 31, 1996) 66 44
Note C - Transactions with Affiliated Parties (continued)
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which were later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner, who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
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.
These working capital loans funded the Partnership's operating deficits in prior
years. Total indebtedness was $4,576,000 at March 31, 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 $118,000 and $121,000 for the three months ended March 31, 1996 and 1995,
respectively. Interest of $1,436,000 was accrued at March 31, 1996.
AMIT currently provides notes payable to the Partnership and secondary financing
on one of the Partnership's investment properties. Total indebtedness of
$4,500,000 was in default at March 31, 1996. Total interest expense on this
financing was $255,000 and $215,000 for the three months ended March 31, 1996
and 1995, respectively. Accrued interest was $2,567,000 at March 31, 1996.
Note C - Transactions with Affiliated Parties (continued)
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, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares 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.
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.
Note C - Transactions with Affiliated Parties (continued)
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 $265,000
is outstanding at March 31, 1996. The balance of such loan proceeds will 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 will bear 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.
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 - Subsequent Events
Subsequent to March 31, 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.
In addition, subsequent to March 31, 1996, the Partnership sold Buildings 45 and
52 of the Dayton Industrial Complex for $2,650,000 and $1,637,000, respectively.
Due to significant debt secured by these properties, there will be no proceeds
available to the Partnership.
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 three months ended March 31, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Waterford Square Apartments (1)
Huntsville, Alabama 85% 88%
Fox Crest Apartments (1)
Waukegan, Illinois 91% 97%
Dayton Industrial Complex (2)
Dayton, Ohio 84% 90%
(1) Waterford Square Apartments and Fox Crest Apartments had a decrease in
occupancy due to attractive interest rates for home buyers and a soft
rental market in the area.
(2) Dayton Industrial Complex's occupancy decreased due to several tenants
vacating. The efforts by MV to release this space have not been
successful.
The Partnership realized a net loss of $1,154,000 for the three months ended
March 31, 1996, versus a net loss of $970,000 for the three months ended March
31, 1995. This increased loss is due, in part, to decreased revenues as a
result of the sale of Building 47 in the Dayton Industrial Complex on August 31,
1995.
Rental income and other income for the period ended March 31, 1996, as compared
to the period ended March 31, 1995, decreased primarily due to the
aforementioned sale. In addition, the rental income at Fox Crest Apartments
decreased due to lower occupancy and a slight reduction in rental rates.
The sale of Building 47 also contributed to a decrease in operating and
depreciation expense. Maintenance and general and administrative expense
increased for the period ended March 31, 1996. Increased partnership cost
reimbursements and the purchase of an officers' insurance policy contributed to
the increase in general and administrative expense. Maintenance expense
increased at the Dayton Industrial Complex due to increased snow removal costs,
window repairs and painting.
The decrease in interest expense resulting from the sale of Building 47 was
offset by an increase in Partnership debt as interest was added to principal.
Also, while the sale resulted in a decrease in property tax expense, this
decrease was offset by an increase in property tax expense at the Partnership's
remaining Dayton properties.
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 maintaining a high overall occupancy level.
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain this plan.
At March 31, 1996, the Partnership had unrestricted cash of $206,000 compared to
$422,000 at March 31, 1995. Net cash provided by operating activities decreased
due in large part to a greater net loss at March 31, 1996. Net cash used in
investing activities decreased due to fewer property improvements and
replacements. Net cash used in financing activities increased as a result of
loan costs incurred as a result of the Managing General Partner's negotiations
to refinance the mortgage which encumbers the Waterford Square Apartments
investment property.
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 March 31, 1996, is $11,751,000.
At March 31, 1996, Fox Crest Apartments is in default due to maturity on its
non-recourse first mortgage in the amount of $6,541,000. Subsequent to March
31, 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.
The Dayton Industrial Complex contains seven buildings. The Partnership is in
default on Dayton Building 45's non-recourse first mortgage in the amount of
$1,035,000 due to maturity in December 1995. In addition, Dayton Building 52's
non-recourse first mortgage in the amount of $1,040,000, which matured December
1995, was extended through May 8, 1996. Subsequent to March 31, 1996, the
Partnership sold Buildings 45 and 52 of the Dayton Industrial Complex for
$2,650,000 and $1,637,000, respectively. Due to significant debt secured by
these properties, there will be no proceeds available to the Partnership. The
Partnership is investigating the possibility of selling some or all of the
remaining buildings at Dayton Industrial Complex.
The unsecured indebtedness to AMIT, in the amount of $4,175,000, is in default
due to maturity of the notes. In 1995 AMIT brought suit against the
Partnership to protect its interest in $1,175,000 of this indebtedness. The
Partnership is contemplating granting to AMIT a security interest in the general
partnership which owns the Waterford Square Apartments, as security for the
$1,175,000 of AMIT indebtedness. The Partnership is contemplating granting AMIT
a security interest in the beneficiary interest in the trust which owns the Fox
Crest Apartments, as security for $3,000,000 of the AMIT indebtedness. In
return for granting the aforementioned interests, the Partnership is seeking
to have the defaults cleared on the $1,175,000 and $3,000,000 of indebtedness.
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, whereupon the property which secured the note was foreclosed upon. A
default judgment in the amount of $1,775,000 has been sought as a result of this
action. Subsequently, however, negotiations have resulted in a tentative
agreement to resolve this matter. Such agreement is expected to be executed
during 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, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares 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 Registrant is unaware of any other pending or outstanding litigation that is
not of a routine mature. The Managing General Partner of the Registrant
believes that all such pending or outstanding, litigation will be resolved
without a material adverse effect upon the business, financial condition, or
operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: None.
b) Reports on Form 8-K: None filed during the three months ended
March 31, 1996.
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: May 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XIV 1996 First Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000759859
<NAME> ANGELES PARTNERS XIV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 206
<SECURITIES> 0
<RECEIVABLES> 12
<ALLOWANCES> 59
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 52,920
<DEPRECIATION> 27,553
<TOTAL-ASSETS> 27,348
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 47,578
0
0
<COMMON> 0
<OTHER-SE> (26,145)
<TOTAL-LIABILITY-AND-EQUITY> 27,348
<SALES> 0
<TOTAL-REVENUES> 1,880
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,034
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,403
<INCOME-PRETAX> (1,154)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,154)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,154)
<EPS-PRIMARY> (25.87)<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Amount not in thousands
</FN>
</TABLE>
