U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from to
Commission file number 0-14248
ANGELES PARTNERS XIV
California 95-3959771
(State or other jurisdiction of (I.R.S. 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.[X]
State issuer's revenues for its most recent fiscal year. $6,560,000
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specific date within the past 60 days. Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Units, it is the Managing General Partner's
belief that such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Angeles Partners XIV (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership dated June
29, 1984, as amended (the "Agreement"). The Partnership's Managing General
Partner is Angeles Realty Corporation II (the "Managing General Partner"), a
California corporation. The Partnership's Non-Managing General Partner is
ARCII/AREMCO Partners, Ltd. ARC II and ARCII/AREMCO Partners, Ltd. are herein
collectively referred to as the "General Partners".
The Partnership, through its public offering of Limited Partnership Units, sold
44,390 units aggregating $44,390,000. The Managing General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership. The
Partnership was formed for the purpose of acquiring fee interests in various
types of real property. The Managing General Partner intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited Partners have no right to
participate in the management or conduct of such business and affairs. Insignia
Residential Group, L.P. provides property management services to each of the
Partnership's investment properties, with the exception of Dayton Industrial
Complex, which is managed by a third party.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
and commercial properties is located in or near a major urban area and,
accordingly, competes for rentals not only with similar apartment and commercial
properties in its immediate area but with hundreds of similar apartment and
commercial properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Partnership competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Waterford Square 05/31/85 Fee ownership subject to a Residential Rental
Apartments first mortgage 487 units
Fox Crest 06/30/85 Fee ownership subject to a Residential Rental
Apartments first mortgage 245 units
Dayton Industrial 12/20/85 Fee ownership subject to Commercial Rental
Complex (1) first, second and third 330,516 sq. ft.
mortgages
(1) During 1996 and 1995, the Partnership disposed of the following buildings
of the Dayton Industrial Complex; Building 63 was sold on August 7, 1996,
Buildings 45 and 52 sold on April 8, 1996, and Building 47 was sold on
August 31, 1995.
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Waterford Square Apartments$ 16,849 $ 9,478 5-20 yrs (1) $ 6,887
Fox Crest Apartments 9,358 5,295 5-20 yrs (1) 3,570
Dayton Industrial
Complex 14,447 8,768 5-20 yrs S/L 8,299
$ 40,654 $ 23,541 $ 18,756
(1) Straight-line and accelerated
See "Note B" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Waterford Square
Apartments
1st mortgage $ 11,984 7.90% 31 yrs 11/2027 $ 86
Fox Crest
Apartments
1st mortgage 6,619 8.00% 30 yrs 05/2003 5,445
Dayton Industrial
Complex
Note payable (1) 286 10.00% (3) 03/2002 286
3rd mortgage 1,504 10.00% (3) 03/2002 1,504
Building 41
1st mortgage 1,196 10.50% 30 yrs 09/2007 15
2nd mortgage 2,444 10.00% (2) 12/1997 2,444
Building 53
1st mortgage,
in default 1,043 10.00% 27 yrs 03/2007 11
2nd mortgage 1,512 10.00% (2) 12/1997 1,512
Building 55
Mortgage 2,298 10.00% (2) 12/1997 2,298
Building 59
1st mortgage, in
default 2,681 10.00% (4) 05/1998 2,681
2nd mortgage 622 10.00% (2) 12/1997 622
Angeles Partners XIV
Working capital
loan (7) 1,281 (5) (5) 11/1997 1,281
Working capital
loan (7) 3,295 (5) (5) 11/1997 3,295
Note payable (6)
("Glenwood") 1,915 12.50% (8) 03/1998 1,915
Note payable (6)
("Waterford Square") 459 12.00% (8) 03/1998 459
Note payable (6)
("Foxcrest") 4,764 12.50% (9) 03/2003 4,764
43,903
Less unamortized
discount (78)
Total $ 43,825 $ 28,618
(1) The note is subordinate to all other mortgage debt secured by Dayton
Industrial Complex.
(2) Second mortgage interest payments are subject to sufficient operating cash
flows. In the event operating cash flows are not sufficient for payments,
accrued interest is added to principal.
(3) Principal and interest payments, which are secured by all of the buildings,
are 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.
(4) Monthly payments of interest at the stated rate plus excess cash flow as
defined. Fifty percent of the additional payment is applied to the
principal balance and 50% is additional interest.
(5) Interest accrues at prime plus 2%; payments are made based on excess cash
flow as defined.
(6) Payable to Angeles Mortgage Investment Trust ("AMIT").
(7) Payable to Angeles Acceptance Pool, L.P. ("AAP").
(8) Payment of excess cash flow only, as defined, due semi-annually.
(9) No payments due until maturity.
Average annual rental rates and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Waterford Square Apartments (1) $5,925/unit $5,772/unit 88% 87%
Fox Crest Apartments 7,314/unit 7,229/unit 95% 96%
Dayton Industrial Complex (2) 6.64/sq.ft. 5.74/sq.ft. 77% 86%
(1) This investment property has been adversely affected by lay-offs in the
aerospace and defense industries, which are both major employers in the
area.
(2) This investment property has been adversely affected by the build-up of
commercial space in the area.
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes and commercial buildings
in the area. The Managing General Partner believes that all of the properties
are adequately insured. The multi-family residential properties' lease terms are
for one year or less. No residential tenant leases 10% or more of the available
rental space.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
Waterford Square Apartments $ 140 5.80%
Fox Crest Apartments 167* 7.77%
Dayton Industrial Complex 125 3.24%
* Amount per 1995 billings, tax bills for 1996 net yet received.
The following schedule reflects information on tenants occupying 10% or more of
the leasable square footage for the Dayton Industrial Complex:
Square Footage Annual Rent
Nature of Business Leased Per Square Foot Lease Expiration
Woodwork equipment
manufacturer 115,000 $ 3.42 08/31/99
Public and contract
warehousing 70,000 3.80 12/31/97
The following schedule shows lease expirations for the commercial property,
Dayton Industrial Complex, for 1997 and thereafter (dollar amounts in
thousands):
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1997 5 88,652 $ 389 18%
1998 3 6,400 89 4%
1999 4 120,076 460 21%
2000 2 3,168 40 2%
2001 - -- -- --
ITEM 3. 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 had been sought as a result of this
action. In April 1996, this matter was resolved by transferring a security
interest in the beneficiary interest in the trust which owns Fox Crest
Apartments and security interest in the general partner interest which owns the
Waterford Square Apartments to AMIT in consideration for their not filing a
judgment lien against the Fox Crest Apartments property.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Unit holders of the Registrant did not vote on any matter during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 44,390 Limited
Partnership Units during its offering period through February 18, 1986, and
currently has 43,897 Limited Partnership Units outstanding and 4,443 Limited
Partners of record. There is no intention to sell additional Limited Partnership
Units nor is there an established market for these Units. The Partnership
presently does not generate positive cash flow and is unable to make
distributions.
During 1996, the number of Limited Partnership Units decreased by 242 due to
Limited Partners abandoning their Limited Partnership Units. In abandoning his
or her Limited Partnership Units a Limited Partner relinquishes all right, title
and interest in the Partnership as of the date of abandonment.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
RESULTS OF OPERATIONS
The Partnership realized a net loss of $4,542,000 for the year ended December
31, 1996, versus a net loss of $3,293,000 for the year ended December 31, 1995.
The increase in net loss for the year ended December 31, 1996, versus the year
ended December 31, 1995, can be attributed to the $1,729,000 write-down of the
Dayton Industrial Complex to its fair value.
Rental income decreased for the year ended December 31, 1996, versus the year
ended December 31, 1995, due to the sale of Buildings 47, 45, 52 and 63 in the
Dayton Industrial Complex (see discussion below) but was partially offset by an
increase in rental income at Fox Crest Apartments and Waterford Square
Apartments. Although average occupancy decreased from 1995 to 1996 at Fox Crest
Apartments and only increased slightly at Waterford Square Apartments, there was
an increase in average rental rates for the same period, which caused the
increase in rental income at these properties. Other income decreased due to
the sales as well as decreases in cleaning and damage fees, late charges,
professional fees, and deposit forfeitures at Fox Crest Apartments.
The sales of Buildings 47, 45, 52 and 63 in the Dayton Industrial Complex also
contributed to a decrease in operating and depreciation expense for the year
ended December 31, 1996, as compared to the year ended December 31, 1995.
General and administrative expenses increased for the year ended December 31,
1996, due to increased partnership cost reimbursements and professional fees.
Due to the aforementioned sales, maintenance expense decreased, however
maintenance expense at Waterford Square Apartments increased in 1996 due to
maintenance needs that were not addressed in 1995. 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 an increased
debt balance.
The Partnership sold Building 47 of the Dayton Industrial Complex on August 31,
1995. Proceeds from the sale were $4,096,000 which were used to pay off the
first mortgage and pay down the second mortgage. The Partnership recognized a
$78,000 gain on the sale and an extraordinary gain on extinguishment of debt of
$895,000.
In April 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.
In August 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.
In October 1996, the Partnership refinanced the mortgage encumbering Waterford
Square Apartments. The Partnership recognized an extraordinary loss on the
refinancing due to the write-off of $518,000 in unamortized loan costs
associated with the previous indebtedness.
The Managing General Partner anticipates that the Partnership will lose all of
the remaining Dayton Buildings to foreclosure during 1997. During the fourth
quarter of 1996, the Partnership recorded a $1,729,000 write down of the
buildings from their carrying value to their estimated fair value less costs to
dispose. The Partnership recognized rental revenues and operating expenses of
$2,166,000 and $3,690,000, respectively, for Dayton Industrial Complex for the
year ended December 31, 1996.
Included in maintenance expense in 1996 is $23,000 of major repairs and
maintenance comprised mainly of interior and exterior building improvements,
exterior painting, and window coverings.
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.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of $318,000 compared
to $223,000 at December 31, 1995. The decrease in net cash provided by
operating activities resulted from an increased net loss, as explained above,
along with a decrease in accrued interest offset, in part, by a reduction in
escrows. Proceeds from the sales of the three buildings at the Dayton Industrial
Complex resulted in an increase in net cash provided by investing activities.
Net cash used in financing activities increased due to repayment of the loans
associated with Fox Crest Apartments and Waterford Square Apartments, partially
offset by the proceeds from notes payable due to the refinancing of these two
properties. In addition, the sales of Buildings 45, 52 and 63 at the Dayton
Industrial Complex also resulted in repayments of mortgage notes payable which
contributed to the increase in net cash used in financing activities.
On April 30, 1996, the Partnership refinanced the mortgage encumbering Fox Crest
Apartments. The total mortgage indebtedness, which carried a stated interest
rate of 10.25%, was in default since its maturity date in August 1994. The new
mortgage indebtedness of $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 Apartments, or a sale or refinance of the Partnership's beneficiary
interest in the trust which owns Fox Crest Apartments. The note provides for
interest of 12.5%.
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 of 12.0% on the Waterford Square note and
12.5% on the Glenwood note.
On October 30, 1996, the Partnership refinanced the mortgage encumbering
Waterford Square Apartments. The total mortgage indebtedness carried a stated
interest rate of 9.50%. The new mortgage indebtedness of $11,999,000 carries a
stated interest rate of 7.90%, with the final payment due November 2027.
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 $3,724,000 is in default at December 31, 1996, due to
nonpayment of interest and principal when due. In addition, indebtedness of
$11,452,000, plus related accrued interest, matures in November and December
1997.
The Dayton Industrial Complex has four remaining buildings at December 31, 1996.
The Partnership is in default on Building 53's and Building 59's non-recourse
first mortgages in the amount of $3,724,000 due to nonpayment of interest and
principal when due. The Partnership expects to lose these buildings to
foreclosure in 1997. The first mortgage on Building 55 and the second mortgages
on Buildings 41, 53 and 59, which total $6,876,000 and are all nonrecourse 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 within the next six months 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 for the next twelve months
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.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS XIV
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and
1995
Consolidated Statement of Changes in Partners' Deficit - Years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners XIV
We have audited the accompanying consolidated balance sheet of Angeles Partners
XIV as of December 31, 1996, and the related consolidated statements of
operations, changes in partners' deficit and cash flows for each of the two
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Partners
XIV as of December 31, 1996, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that Angeles Partners XIV will continue as a going concern. As more fully
described in Note A, the Partnership continues to incur recurring operating
losses and suffers from inadequate liquidity. It is in default on non-recourse
indebtedness of $3,724,000 due to nonpayment of interest and principal. In
addition, unsecured indebtedness of $11,452,000, plus related accrued interest,
matures in November and December 1997. These conditions raise substantial doubt
about the Partnership's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note A. The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 12, 1997
ANGELES PARTNERS XIV
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 318
Restricted--tenant security deposits 88
Accounts receivable, (net of allowance for
doubtful accounts of $29) 71
Escrow for taxes and insurance 266
Restricted escrows 341
Other assets 464
Investment properties (Notes C, D and G):
Land $ 3,210
Buildings and related personal property 37,444
40,654
Less accumulated depreciation (23,541) 17,113
$ 18,661
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 44
Tenant security deposits 103
Accrued taxes 399
Accrued interest 2,694
Due to affiliates (Note F) 1,054
Other liabilities 75
Notes payable, including $3,724 in
default (Notes D, F and G) 43,825
Partners' Deficit
General partners $ (678)
Limited partners (43,897 units
issued and outstanding) (28,855) (29,533)
$ 18,661
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 6,362 $ 7,822
Other income 198 229
Total revenues 6,560 8,051
Expenses:
Operating 2,043 2,285
General and administrative 424 266
Maintenance 780 745
Depreciation 1,939 2,782
Interest 4,937 5,859
Property taxes 505 352
Bad debt (recovery) expense, net (21) 28
Total expenses 10,607 12,317
Loss before gain on sale of investment properties,
write down of investment property, and
extraordinary items (4,047) (4,266)
Gain on sale of investment properties (Note C) 626 78
Write down of investment property (Note G) (1,729) --
Loss before extraordinary items (5,150) (4,188)
Extraordinary item - loss on refinance (Note D) (518) --
Extraordinary item - gain on extinguishment of
debt (Notes C and D) 1,126 895
Net loss $ (4,542) $ (3,293)
Net loss allocated to general partners (1%) $ (45) $ (33)
Net loss allocated to limited partners (99%) (4,497) (3,260)
Net loss $ (4,542) $ (3,293)
Per limited partnership unit:
Loss before extraordinary items $ (115.51) $ (93.95)
Extraordinary item - loss on refinance (11.62) --
Extraordinary item - gain on extinguishment of debt 25.26 20.08
Net loss $ (101.87) $ (73.87)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(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, 1994 44,139 $ (600) $ (21,098) $ (21,698)
Net loss for the year
ended December 31, 1995 -- (33) (3,260) (3,293)
Partners' deficit at
December 31, 1995 44,139 (633) (24,358) (24,991)
Net loss for the year ended
December 31, 1996 -- (45) (4,497) (4,542)
Abandonment of limited
Partnership units (Note I) (242) -- -- --
Partners' deficit at
December 31, 1996 43,897 $ (678) $ (28,855) $ (29,533)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (4,542) $ (3,293)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,939 2,782
Amortization of discounts, loan costs,
and leasing commissions 111 259
Extraordinary gain on extinguishment of debt (1,126) (895)
Extraordinary item - loss on refinance 518 --
Gain on sale of investment properties (626) (78)
Bad debt (recovery) expense, net (21) 28
Write down of investment property 1,729 --
Change in accounts:
Restricted cash 8 4
Accounts receivable (15) (17)
Escrows for taxes and insurance 250 (138)
Other assets 9 (92)
Accounts payable (52) 7
Tenant security deposit liabilities (30) (78)
Accrued taxes (58) (75)
Accrued interest 2,440 2,653
Due to affiliates 290 173
Other liabilities (44) (51)
Net cash provided by operating activities 780 1,189
Cash flows from investing activities:
Property improvements and replacements (223) (281)
Proceeds from sale of investment property 5,995 4,096
Deposits to restricted escrows (159) (121)
Withdrawals from restricted escrows 103 108
Net cash provided by investing activities 5,716 3,802
Cash flows from financing activities:
Principal payments on notes payable (397) (931)
Repayment of loans (24,382) (4,090)
Proceeds from mortgage notes payable 18,705 70
Loan costs (327) --
Net cash used in financing activities (6,401) (4,951)
Net increase in cash and cash equivalents 95 40
Unrestricted cash and cash equivalents at
beginning of year 223 183
Unrestricted cash and cash equivalents at end of $ 318 $ 223
year
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,390 $ 2,984
Supplemental disclosure of non-cash investing and
financing activities:
Interest on notes transferred to notes payable $ 3,556 $ 1,279
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XIV
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - GOING CONCERN
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 $3,724,000 is in default at December 31, 1996, due to
nonpayment of interest and principal when due. In addition, indebtedness of
$11,452,000, plus related accrued interest, matures in November and December
1997.
The Partnership incurred a net loss of $4,542,000 for the year ended December
31, 1996, and the Managing General Partner expects this trend to continue. The
Partnership generated cash from operations of $780,000 during 1996; however,
this was the result of accruing interest of $2,440,000 on its indebtedness and
$290,000 for services provided by affiliates.
The Dayton Industrial Complex has four remaining buildings at December 31, 1996.
The Partnership is in default on Building 53's and Building 59's non-recourse
first mortgages in the amount of $3,724,000 due to nonpayment of interest and
principal when due. The Partnership expects to lose these buildings to
foreclosure in 1997. The first mortgage on Building 55 and the second mortgages
on Buildings 41, 53 and 59, which total $6,876,000 and are all nonrecourse 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 within the next six
months 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 for the next twelve months
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 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Partners XIV (the "Partnership" or "Registrant") is a
California limited partnership organized in June 1984, to acquire and operate
residential and commercial real estate properties. The Partnership's Managing
General Partner is Angeles Realty Corporation II ("ARC II"), an affiliate of
Insignia Financial Group, Inc. ("Insignia"). As of December 31, 1996, the
Partnership operates two residential properties and one commercial property
located in or near major urban areas in the United States.
Principles of Consolidation: The financial statements include all of the
accounts of the Partnership and its 99% owned partnership, Waterford Square
Apartments, Ltd. All significant interpartnership balances have been
eliminated. Minority interest is immaterial and not shown separately in the
financial statements.
Allocations and Distributions to Partners: In accordance with the Agreement,
any gain from the sale or other disposition of Partnership assets will be
allocated first to the General Partner to the extent of the amount of any
Incentive Interest (as defined below) to which the General Partner is entitled.
Any gain remaining after said allocation will be allocated to the Limited
Partners in proportion to their interests in the Partnership; provided that the
gain shall first be allocated to Partners with negative account balances, in
proportion to such balances, in an amount equal to the sum of such negative
capital account balances. The Partnership will allocate other profits and
losses 1% to the General Partner and 99% to the Limited Partners.
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partner and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
First, to the Partners in proportion to their interests until the Limited
Partners have received proceeds equal to their Original Capital Investment; (ii)
Second, to the Partners until Limited Partners have received distributions from
all sources equal to their 6% Cumulative Distribution, (iii) Third, to the
General Partner until it has received its cumulative distributions equal to 3%
of the aggregate Disposition Prices of all properties, mortgages or other
investments sold ("Initial Incentive Interest") and (iv) Thereafter, 85% to the
Partners in proportion to their interests and 15% to the General Partner ("Final
Incentive Interest").
Unrestricted Cash and Cash Equivalents: The Partnership considers all highly
liquid investments with a maturity when purchased of three months or less to be
cash equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits. The carrying amount reported in the
balance sheet approximates fair value.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits from all tenants for the duration of the lease and considers the
deposits to be restricted cash. Deposits are refunded when the tenant vacates
the apartment or commercial space if there has been no damage to it.
Advertising Costs: Advertising costs, $78,000 in 1996 and $75,000 in 1995, are
charged to expense as they are incurred and are included in "Operating" expenses
in the accompanying statement of operations.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995 the Partnership adopted "FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("Statement 121"), which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. The impairment loss is measured by comparing the
fair value of the asset to its carrying amount. Statement 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. The
effect of adoption was not material.
Depreciation: Depreciation is computed utilizing straight-line and accelerated
methods over the estimated useful lives of the investment properties and related
personal property. For Federal income tax purposes, depreciation is computed
utilizing the straight-line method over an estimated life of 5 to 20 years for
personal property and 15 to 40 years for real property.
Loan Costs: Loan costs of $399,000, which are included in "Other assets" on the
balance sheet, are being amortized on a straight-line basis over the lives of
the loans. At December 31, 1996, accumulated amortization is $70,000 and is
also included in "Other assets" on the balance sheet.
Lease Commissions: Lease commissions of $154,000, which are included in "Other
assets" on the balance sheet, are being amortized on a straight-line basis over
the terms of the respective leases. At December 31, 1996, accumulated
amortization is $147,000 and is also included in "Other assets" on the balance
sheet.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. Commercial property lease terms are generally from one month to ten
years.
Fair Value: In 1995, the Partnership implemented "Statement of Financial
Accounting Standards No. 107, Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities. The Partnership estimates the fair value of
its fixed rate mortgages by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership (see "Note D").
Present Value Discounts: Periodically, the Partnership incurs debt at below
market rates for similar debt. Present value discounts are recorded on the
basis of prevailing market rates and are amortized on an interest method over
the life of the related debt.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassification: Certain reclassifications have been made to the 1995 balances
to conform to the 1996 presentation.
NOTE C - SALE OF PROPERTIES
The Partnership sold Building 47 of the Dayton Industrial Complex on August 31,
1995. Proceeds from the sale of Building 47 were $4,096,000 which were used to
pay off the first mortgage and pay down the second mortgage. The Partnership
recognized a gain on the sale of $78,000 and an extraordinary gain on
extinguishment of debt of $895,000. The extraordinary gain was the result of
forgiveness of debt.
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 D - NOTES PAYABLE
The principle terms of notes payable are as follows:
(dollar amounts in thousands)
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Waterford Square
Apartments
1st mortgage $ 87 7.90% 11/2027 $ 86 $ 11,984
Fox Crest
Apartments
1st mortgage 56 8.0% 05/2003 5,445 6,619
Dayton Industrial
Complex
Note payable (1) (3) 10.00% 03/2002 286 286
3rd mortgage (3) 10.00% 03/2002 1,504 1,504
Building 41
1st mortgage 16 10.50% 09/2007 15 1,196
2nd mortgage (2) 10.00% 12/1997 2,444 2,444
Building 53
1st mortgage,
in default 13 10.00% 03/2007 11 1,043
2nd mortgage (2) 10.00% 12/1997 1,512 1,512
Building 55
Mortgage (2) 10.00% 12/1997 2,298 2,298
Building 59
1st mortgage,
in default (4) 10.00% 05/1998 2,681 2,681
2nd mortgage (2) 10.00% 12/1997 622 622
Angeles Partners XIV
Working capital
loan (7) (5) (5) 11/1997 1,281 1,281
Working capital
loan (7) (5) (5) 11/1997 3,295 3,295
Note payable (6) (8) 12.50% 03/1998 1,915 1,915
("Glenwood")
Note payable (6) (8) 12.00% 03/1998 459 459
("Waterford Square")
Note payable (6) (9) 12.50% 03/2003 4,764 4,764
("Foxcrest") 43,903
Less unamortized
discounts (78)
Totals $ 28,618 $ 43,825
(1) The note is subordinate to all other mortgage debt secured by Dayton
Industrial Complex.
(2) Second mortgage interest payments are subject to sufficient operating cash
flows. In the event operating cash flows are not sufficient for payments,
accrued interest is added to principal.
(3) Principal and interest payments, which are secured by all of the buildings,
are 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.
(4) Monthly payments of interest at the stated rate plus excess cash flow, as
defined. Fifty percent of the additional payment is applied to the
principal balance and 50% is additional interest.
(5) Interest accrues at prime plus 2%; payments are based on excess cash flow
as defined.
(6) Payable to Angeles Mortgage Investment Trust ("AMIT").
(7) Payable to AAP.
(8) Payments of excess cash flow only, as defined, due semi-annually.
(9) No payments due until maturity.
The carrying value of the Partnership's aggregate first mortgages that are not
in default approximates their estimated fair value. The Managing General
Partner believes that it is not appropriate to use the Partnership's incremental
borrowing rate for first mortgages that are in default, the second and third
mortgages and debt to affiliates (see "Note F") as there is no market in which
the Partnership could obtain similar financing.
The Dayton Industrial Complex's investment properties were acquired subject to
notes with interest rates lower than the market rate of interest prevailing at
the respective dates of acquisition. The initial value of the investment
properties used in the financial statements was based upon the present value of
the future note payments discounted at 10.5% to 12.0%, which were the prevailing
market rates on the respective dates of acquisition. The related present value
discounts are being amortized over the life of the loan.
At December 31, 1996, the first mortgages secured by Dayton Buildings 53 and 59
totaling $3,724,000 are in default due to nonpayment of interest and principal
when due. The lender of Building 59 initiated foreclosure proceedings in
December 1996 and the Managing General Partner anticipates that the lender of
Building 53 will initiate foreclosure proceedings in 1997. The Partnership will
not contest these proceedings and expects to lose these buildings to foreclosure
in 1997. In addition, the Partnership expects to lose the remaining two
buildings when the indebtedness matures in 1997. None of the indebtedness
secured by the Dayton Industrial Complex buildings are recourse to the
Partnership, therefore the Partnership will recognize a gain upon foreclosure
due to the extinguishment of debt.
In April 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 May 2003. Monthly payments of principal and interest are
$56,000. The Partnership capitalized $108,000 in loan costs associated with the
refinancing.
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 mature 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. Monthly payments of principal and interest are
$87,000. The Partnership recognized an extraordinary loss on the refinancing
due to the write off of $518,000 in unamortized loan costs associated with the
previous indebtedness. The Partnership capitalized $219,000 in loan costs
associated with the refinancing.
Mortgage notes payable totaling $32,188,000 are nonrecourse and are secured by
pledge of certain of the Partnership's investment properties and by pledge of
revenues from the respective investment properties. Certain of the notes
include prepayment penalties if repaid prior to maturity.
Scheduled principal payments of notes payable subsequent to December 31, 1996,
are as follows (in thousands):
1997 $ 15,482
1998 2,708
1999 363
2000 395
2001 430
Thereafter 24,525
$ 43,903
NOTE E - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) amortization of loan discounts, (2) depreciation over
different methods and lives and on differing cost bases of the properties, (3)
change in rental income received in advance. The following is a reconciliation
of reported net loss and Federal taxable loss (in thousands except per unit
data):
1996 1995
Net loss as reported $ (4,542) $ (3,293)
Add (deduct):
Depreciation differences 412 863
Unearned income (30) (48)
Discounts on notes payable 26 60
Book-tax difference on
sale/foreclosures (190) (221)
Write down of investment properties 1,729 --
Other 85 67
Federal taxable loss $ (2,510) $ (2,572)
Federal taxable loss per limited
partnership unit $ (56.61) $ (57.69)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net liabilities as reported $ (29,533)
Land and buildings 1,961
Accumulated depreciation (318)
Syndication and distribution costs 6,046
Other (88)
Net liabilities - Federal tax basis $ (21,932)
NOTE F - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
in 1996 and 1995:
1996 1995
(in thousands)
Property management fees $ 234 $ 231
Reimbursement for services of
affiliates, including $1,054
accrued at December 31, 1996 326 183
Included in reimbursement for services of affiliates is $8,000 of construction
oversight costs and $15,000 of commissions earned on the sale of the buildings
at the Dayton Industrial Complex.
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, 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 is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc., 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, AAP 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 December 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 these loans
was $470,000 and $493,000 in 1996 and 1995, respectively. Accrued interest was
$1,788,000 at December 31, 1996.
AMIT provides notes payable to the Partnership in the amount of $7,138,000.
Total interest expense on this financing was $963,000 and $916,000 in 1996 and
1995, respectively. Accrued interest was $643,000 at December 31, 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% 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 39% 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 1.3% 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, LLC, ("LAC"), 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 126,500 Class A Shares of AMIT at December 31, 1996. As
of February 1, 1997, the number of shares owned by LAC decreased to 96,800.
These Class A Shares entitle LAC to vote approximately 2.2% of the total shares.
Insignia has engaged and continues to engage in discussions with AMIT regarding
various potential business combinations with affiliates of Insignia.
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.
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, refinancing 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
$15,000,000 shall be shared equally by MV and the Partnership.
The agreement contemplates that the properties will be sold at an opportune time
but no later than 10 years after commencement of the agreements (March 2, 1992).
In addition, the agreement contains an option for MV to buy the properties five
years after the commencement date of the agreement. The Managing General
Partner does not anticipate that there will be any proceeds available to the
Partnership. Should the Partnership elect not to sell, it would be obligated to
purchase MV's incentive interest based on the offered purchase price. The
Partnership intends to maintain ownership of the Dayton properties only as long
as they are under the management of MV. There is no certainty as to the future
of the Dayton properties otherwise.
NOTE G - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Waterford Square Apartments$ 11,984 $ 1,382 $ 13,479 $ 1,988
Fox Crest Apartments 6,619 861 8,198 299
Dayton Industrial Complex 13,586 3,922 53,825 (43,300)
Angeles Partners XIV 11,714 -- -- --
Totals $ 43,903 $ 6,165 $ 75,502 $ (41,013)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
(in thousands)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Waterford Square Apartments $ 1,382 $ 15,467 $ 16,849 $ 9,478 05/31/85 5-20 yrs
Fox Crest Apartments 861 8,497 9,358 5,295 06/30/85 5-20 yrs
Dayton Industrial Complex 967 13,480 14,447 8,768 12/20/85 5-20 yrs
Totals $ 3,210 $ 37,444 $ 40,654$ 23,541
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 3 to 7 years.
As mentioned previously, the Managing General Partner anticipates that the
Partnership will lose all of the remaining Dayton Buildings to foreclosure
during 1997. The Partnership has accounted for these buildings as "held for
disposal" effective October 1, 1996, in accordance with "FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and has recorded a $1,729,000 write down of the buildings from
their carrying value to their estimated fair value less costs to dispose. The
Partnership recognized rental revenues and operating expenses of $2,166,000 and
$3,707,000, respectively, for Dayton Industrial Complex for the year ended
December 31, 1996.
Reconciliation of "Investment Properties and Accumulated Depreciation":
Year Ended December 31,
1996 1995
(in thousands)
Investment Properties
Balance at beginning of year $ 52,908 $ 59,636
Property improvements 223 281
Dispositions (10,748) (7,009)
Write down (1,729) --
Balance at end of Year $ 40,654 $ 52,908
Accumulated Depreciation
Balance at beginning of year $ 26,944 $ 27,252
Additions charged to expense 1,939 2,782
Dispositions (5,342) (3,090)
Balance at end of Year $ 23,541 $ 26,944
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1996 and 1995, is approximately $42,615,000 and $52,884,000.
The accumulated depreciation taken for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $23,859,000 and $27,268,000,
respectively.
NOTE H - LEASES
The Partnership generally leases apartment units for twelve-month terms or less.
The leases relating to the Partnership's Dayton Industrial Complex investment
property include long-term non-cancelable leases. As of December 31, 1996, the
minimum lease amounts to be received under such non-cancelable leases, were as
follows (in thousands):
1997 $ 922
1998 564
1999 341
2000 19
2001 --
Thereafter --
Total $ 1,846
NOTE I - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 242 units due to
Limited Partners abandoning their Limited Partnership Units. In abandoning his
or her Limited Partnership Units, a Limited Partner relinquishes all right,
title and interest in the Partnership as of the date of abandonment. However,
the limited partner is allocated his or her share of income (loss) for that
year. The loss per Limited Partnership Unit in the accompanying statements of
operations is calculated based on the number of units outstanding at the
beginning of the year.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1996 or 1995
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The names of the directors and executive officers of Angeles Realty Corporation
II ("ARC II"), the Partnership's Managing General Partner as of December 31,
1996, their ages and the nature of all positions with ARC II presently held by
them are as follows:
Name Age Position
Carroll D. Vinson 56 President, Director
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
Robert D. Long, Jr. 29 Controller and
Principal
Accounting Officer
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and
a Director of U.S. Shelter Corporation, a real estate services company, which
sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994 and
General Counsel and Secretary since July 1994. From May 1993 until June 1994,
Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the General Partner and has served
as Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's Managing General
Partner and its affiliates, as described in "Note F" of the Financial Statements
included under "Item 7.", which is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1997, no person owned of record more than 5% of the Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation or the terms
of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the Managing General Partner may be
expelled from the Partnership upon 90 days written notice. In the event that a
successor general partner has been elected by Limited Partners holding more than
50% of the then outstanding Limited Partnership Units and if said Limited
Partners elect to continue the business of the Partnership, the Partnership is
required to pay in cash to the expelled Managing General Partner an amount equal
to the accrued and unpaid management fee described in Article 10 of the
Agreement and to purchase the Managing General Partner's interest in the
Partnership on the effective date of the expulsion, which shall be an amount
equal to the difference between (i) the balance of the Managing General
Partner's capital account and (ii) the fair market value of the share of
Distributable Net Proceeds to which the Managing General Partner would be
entitled. Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the years ended December 31, 1996, and December 31, 1995, the
transactions that occurred between the Partnership and ARC II and affiliates of
ARC II pursuant to the terms of the Agreement are disclosed under "Note F" of
the Partnership's Financial Statements included under "Item 7.", which is hereby
incorporated by reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B: Refer to
Exhibit Index in this report.
(b) No reports on Form 8-K were filed in the fourth quarter of
1996.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XIV
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 26, 1997
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.
/s/Carroll D. Vinson President March 26, 1997
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and March 26, 1997
Robert D. Long, Jr. Principal Accounting
Officer
EXHIBIT INDEX
Exhibit
3.1 Amended Certificate and Agreement of the Limited Partnership
filed in Form S-11 dated December 24, 1984 incorporated herein
by reference.
10.1 Agreement of Purchase and Sale of Real Property with Exhibits
- Waterford Square Apartments filed in Form 8K dated May 31,
1985 incorporated herein by reference.
10.2 Agreement of Purchase and Sale of Real Property with Exhibits
- Fox Crest Apartments filed in form 8K dated June 30, 1985
incorporated herein by reference.
10.3 Agreement of Purchase and Sale of Real Property with Exhibits
- Dayton Industrial Complex filed in form 8K dated December
20, 1985 incorporated herein by reference.
10.4 Agreement of Purchase and Sale of Real Property with Exhibits
- Camelot Village Apartments filed in Form 8K dated March 31,
1987 incorporated herein by reference.
10.5 Agreement of Purchase and Sale of Real Property with Exhibits
- Glenwood Plaza Shopping Center filed in form 8K dated March
31, 1987 incorporated herein by reference.
10.6 Glenwood Plaza Shopping Center financing disclosed in notes to
financial statements filed in Form 10Q dated June 30, 1988
incorporated herein by reference.
10.7 Promissory note - Waterford Square Apartments financing
disclosed in notes to financial statements filed in Form 10K
dated December 31, 1989 incorporated herein by reference.
10.8 Promissory note - Fox Crest Apartments financing disclosed in
notes to financial statements filed in Form 10K dated December
31, 1989 incorporated herein by reference.
10.9 Sale agreement - Cascades Apartments filed in Form 8-K,
Exhibit I, dated August 28, 1991 incorporated herein by
reference.
10.10 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation II by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which
is incorporated herein by reference.
10.11 Agreement of Purchase and Sale of Real Property with
Exhibits - Camelot Village Apartments and Glenwood Plaza
Shopping Center filed in Form 8-K dated July 15, 1993
incorporated herein by reference.
10.12 Agreement of Purchase and Sale of Real Property with
Exhibits - Building 54 of the Dayton Industrial Complex
Shopping Center filed in Form 8-K dated December 28, 1994
incorporated herein by reference.
10.13 Agreement of Purchase and Sale of Real Property with Exhibits
- Building 47 of the Dayton Industrial Complex Shopping Center
filed in Form 8-K dated August 31, 1995 incorporated herein by
reference.
10.14 Purchase Agreement - Building 45 of the Dayton Industrial
Complex - between the Partnership and Miller-Valentine
Partners, dated December 31, 1995.
10.15 Amendment to and Assignment of Purchase Agreement - Building
45 of the Dayton Industrial Complex - between the Partnership,
Miller-Valentine Partners and Mid-States Development Company,
dated April 8, 1996.
10.16 Assignment of Permits, Etc. - Building 45 of the Dayton
Industrial Complex - between the Partnership and Mid-States
Development Company, dated April 8, 1996.
10.17 Assignment and Assumption of Leases and Security Deposits -
Building 45 of the Dayton Industrial Complex - between the
Partnership and Mid-States Development Company, dated April 8,
1996.
10.18 Assignment of Warranties - Building 45 of the Dayton
Industrial Complex - between the Partnership and Mid-States
Development Company, dated April 8, 1996.
10.19 Bill of Sale and Assignment - Building 45 of the Dayton
Industrial Complex - between the Partnership and Mid-States
Development Company, dated April 8, 1996.
10.20 Limited Warranty Deed - Building 45 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development
Company, dated April 8, 1996.
10.21 Purchase Agreement - Building 52 of the Dayton Industrial
Complex - between the Partnership and Miller-Valentine
Partner, dated December 31, 1995.
10.22 Assignment of Purchase Agreement - Building 52 of the Dayton
Industrial Complex - between the Partnership, Miller-Valentine
Partners and Mid-States Development Company, dated April 8,
1996.
10.23 Assignment of Permits, Etc. - Building 52 of the Dayton
Industrial Complex - between the Partnership, Miller-Valentine
Partners and Mid-States Development Company, dated April 8,
1996.
10.24 Assignment of Assumption of Leases and Security Deposits -
Building 52 of the Dayton Industrial Complex - between the
Partnership, Miller-Valentine Partners and Mid-States
Development Company, dated April 8, 1996.
10.25 Assignment of Warranties - Building 52 of the Dayton
Industrial Complex - between the Partnership, Miller-Valentine
Partners and Mid-States Development Company, dated April 8,
1996.
10.26 Bill of Sale and Assignment - Building 52 of the Dayton
Industrial Complex - between the Partnership, Miller-Valentine
Partners and Mid-States Development Company, dated April 8,
1996.
10.27 Limited Warranty Deed - Building 52 of the Dayton Industrial
Complex - between the Partnership, Miller-Valentine Partners
and Mid-States Development Company, dated April 8, 1996.
10.28 Purchase Agreement - between Angeles Partners XIV and ABMD,
LTD., dated July 30, 1996.
10.29 Assignment of Service Agreements - by Angeles Partners XIV to
ABMD, LTD.
10.30 Assignment of Licenses and Permits - by Angeles Partners XIV
to ABMD, LTD.
10.31 Assignment of Warranties and Guarantees - by Angeles Partners
XIV to ABMD, LTD.
10.32 Bill of Sale and Assignment - by Angeles Partners XIV to ABMD,
LTD.
10.33 Limited Warranty Deed - by Angeles Partners XIV to ABMD, LTD.
10.34 Assignment and Assumption of Leases and Subleases - by Angeles
Partners XIV to ABMD, LTD.
10.35 Mortgage Note between Washington Capital Associates, Inc. and
Waterford Square Apartments, a California general partnership,
dated October 28, 1996.
10.36 Rider to Mortgage Note by Waterford Square Apartments, a
California general partnership, to the order of Washington
Capital Associates, Inc. dated as of October 28, 1996.
16.1 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant, is incorporated by reference to the exhibit filed
with Form 8-K dated September 1, 1993.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from Angeles Partners XIV
1996 Year-End 10-KSB and is qualified in its entirety by reference to such
10-KSB filing.
</LEGEND>
<CIK> 0000759859
<NAME> ANGELES PARTNERS XIV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 318
<SECURITIES> 0
<RECEIVABLES> 71
<ALLOWANCES> 29
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 40,654
<DEPRECIATION> 23,541
<TOTAL-ASSETS> 18,661
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 43,825
0
0
<COMMON> 0
<OTHER-SE> (29,533)
<TOTAL-LIABILITY-AND-EQUITY> 18,661
<SALES> 0
<TOTAL-REVENUES> 6,560
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,937
<INCOME-PRETAX> (5,150)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,150)
<DISCONTINUED> 0
<EXTRAORDINARY> 608
<CHANGES> 0
<NET-INCOME> (4,542)
<EPS-PRIMARY> (101.87)
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
Mortgage Note
$11,998,900.00 Huntsville, Alabama
October 28, 1996
For value received, the undersigned, promises to pay to the order of WASHINGTON
CAPITAL ASSOCIATES, INC., a corporation of the State of Delaware, or order, at
its principal office at 1616 North Fort Myer Drive, Suite 1210, in the
Commonwealth of Virginia or such other place as the holder may designate in
writing, in lawful money of the United States of America, the principal sum of
Eleven Million Nine Hundred Ninety-Eight Thousand Nine Hundred and No/100
Dollars ($11,998,900.00) with interest from date at the rate of seven and ninety
hundredth per centum (7.90%) per annum on the unpaid balance until paid, in
monthly installments as follows:
Interest payable monthly on the first day of November, 1996 and on the first
day of each month thereafter. Commencing on the first day of December, 1996,
installments of interest and principal shall be paid in the sum of Eighty-Six
Thousand Five Hundred Twenty-Seven and 20/100 Dollars ($86,527.20) each, such
payments to continue monthly thereafter on the first day of each succeeding
month during the entire indebtedness. In any event, balance of principal, if
any, remaining unpaid, plus accrued interest shall be due and payable on
November 1, 2027. The installments of interest and principal shall be applied
first to interest at the rate aforesaid upon the principal sum or so much
thereof as shall from time to time remain unpaid, and the balance thereof
shall be applied on account of principal.
See attached Rider to Mortgage Note. The attached Rider to Mortgage Note is
incorporated herein and is deemed to amend and supplement the terms hereof.
If default be made in the payment of any installment under this note, and if
such default is not made good prior to the due date of the next such
installment, the entire principal sum and accrued interest shall at once become
due and payable without notice, at the option of the holder of this note.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default. In the event of
default in the payment of this note, and if the same is collected by an attorney
at law, the undersigned hereby agree(s) to pay all costs of collection,
including a reasonable attorney's fee.
No default shall exist by reason of nonpayment of any required installment of
principal so long as the amount of optional additional prepayments of principal
already made pursuant to the privilege of prepayment set forth above equals or
exceeds the amount of such required installment of principal.
The makers, endorsers, sureties, guarantors, and all other parties now or
hereafter personally liable hereon waive the benefit of valuation and
appraisement laws and waive presentment, demand for payment, protest and notice
of dishonor, and the endorsers, sureties, and guarantors consent that the owner
or holder hereof shall have the right, without notice, to deal in any way at any
time with any party hereto or to grant to any such party any extensions of time
for payment of any of said indebtedness or any other indulgencies or
forebearances whatsoever, or may release any of the security for this note,
without in any way affecting the personal liability of any party hereunder.
IN WITNESS WHEREOF, the undersigned Waterford Square Apartments has caused
this note to be executed in its name and behalf by Robert D. Long, Jr., Vice
President, of its Managing General Partner, Angeles Realty Corporation II, and
attested by the Assistant Secretary, both thereunto duly authorized the day and
year first above written.
WATERFORD SQUARE APARTMENTS, a
California general partnership
By: Angeles Realty Corporation II, a
California corporation, Managing General
Partner
By: /s/Kelley M. Beuchler By: /s/Robert D. Long, Jr.
Kelley M. Beuchler Robert D. Long, Jr.
Assistant Secretary Vice President
I HEREBY CERTIFY that this is the note described in and secured by, mortgage
of even date herewith, and in the same principal amount as herein stated and
secured by real estate in the County of Madison, State of Alabama. Dated this
25th day of October 1996.
/s/Jennifer Hester
Notary Public
Jennifer Hester
My Commission Expires
3/12/2001
Waterford Square Apartments
Huntsville, Alabama
FHA Project No. 062-11068
RIDER TO MORTGAGE NOTE
THIS RIDER is attached to and incorporated by reference in that certain
Mortgage Note by WATERFORD SQUARE APARTMENTS, a California general partnership,
to the order of WASHINGTON CAPITAL ASSOCIATES, INC. in the original principal
amount of $11,998,900.00 and dated as of October 28, 1996 (the "Note").
1. LATE CHARGE. In the event that any installment, or part of any
installment, due hereunder becomes delinquent for more than fifteen (15) days,
there shall be due in addition to any other sums then due hereunder, a sum equal
to two cents ($.02) on each dollar so delinquent to cover the extra expense
involved in handling such delinquent payment. Such late charge shall be
separately charged and collected and shall not be deducted from any monthly
installment. Whenever, under the law of the State of Alabama, the amount of any
such late charge is considered to be additional interest, this provision shall
not be used to the extent that the rate of interest specified in this Note,
together with the amount of the late charge, would aggregate an amount in excess
of the maximum rate of interest permitted and would constitute usury.
2. PREPAYMENT PROVISIONS. Maker may not repay the Note in whole or in part
prior to the tenth (10th) anniversary of commencement of amortization.
The provisions of this Paragraph 2 shall not apply and no prepayment
premium shall be collected by the Holder with respect to any prepayment which is
made by or on behalf of Maker:
pursuant to a requirement of the Secretary of Housing and Urban Development
acting by and through the Federal Housing Commissioner (the "Secretary"); or
from insurance proceeds as a result of damage to the property or condemnation
awards which may, at the option of the Holder, be applied to reduce the
indebtedness evidenced by the Note pursuant to the terms of the Mortgage given
of even date to secured the indebtedness evidenced by the Note to which this
Rider is attached.
Any prepayment made hereunder shall be made on the last day of a calendar
onth upon not less than thirty (30) days prior written notice to the Holder,
hich notice shall specify the date on which prepayment is to be made.
3. HUD OVERRIDE. NOTWITHSTANDING ANY PREPAYMENT PROHIBITION IMPOSED AND/OR
PENALTY REQUIRED BY THE NOTE WITH RESPECT TO THE PREPAYMENTS MADE PRIOR TO
DECEMBER 1, 2006, THE INDEBTEDNESS MAY BE PREPAID IN WHOLE OR IN PART WITHOUT
THE CONSENT OF THE HOLDER AND WITHOUT PREPAYMENT PENALTY IF HUD DETERMINES THAT
PREPAYMENT WILL AVOID A MORTGAGE INSURANCE CLAIM AND IS THEREFORE IN THE BEST
INTEREST OF THE FEDERAL GOVERNMENT.
4. HUD PRIOR APPROVAL. In addition to the limitations set forth in Paragraph
2 hereof, the Maker may not prepay the Note in whole or in part prior to the
fifth anniversary of commencement of amortization without the prior written
approval of the Secretary and such written approval will be expressly based upon
the existence of one of the following:
the mortgagor has entered into an agreement with the Secretary to maintain
the property as rental housing for the remainder of the specified five year
period;
the Secretary has determined that the conversion of the property to
cooperative or condominium ownership is sponsored by a bona fide tenants'
organization representing a majority of the households in the project; the
Secretary has determined that continuation of the property as rental housing
is unnecessary to assure adequate rental housing opportunity for low and
moderate income people in the community; or
the Secretary has determined that continuation of the property as rental
housing would have an undesirable and deleterious effect on the surrounding
neighborhood.
5. MAKER'S EXCULPATION. Notwithstanding any other provisions contained in the
Note, it is agreed that the execution of the Note shall impose no personal
liability on the Maker hereof, or its partners, or its or their successors and
assigns, for payment of the indebtedness evidenced hereby and in the event of a
default, the holder of the Note shall look solely to the property described in
the Mortgage and to the rents, issues and profits thereof in satisfaction of the
indebtedness evidenced hereby and will not seek or obtain any deficiency or
personal judgment against the Maker hereof, or its partners, or its or their
successors and assigns, except such judgment or decree as will be necessary to
foreclose and bar its interest in the property mortgaged, pledged, conveyed or
assigned to secure payment of the Note, except as set out in the Mortgage of
even date given to secure the indebtedness.
ATTEST: WATERFORD SQUARE APARTMENTS, a
California general partnership
By: Angeles Realty Corporation II, a
California corporation, Managing General
Partner
/s/ Kelley M. Beuchler By: /s/ Robert D. Long, Jr.
Kelley M. Beuchler Robert D. Long, Jr.
Assistant Secretary Vice President
