FORM 10-KSB ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
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, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
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.
State issuer's revenues for its most recent fiscal year. $5,642,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
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 ("ARC II" or the "Managing General
Partner"), a California corporation and wholly-owned subsidiary of MAE GP
Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which is an affiliate of Insignia Financial
Group, Inc. ("Insignia"). Thus the Managing General Partner is now a wholly-
owned subsidiary of IPT. 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".
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders.
If the closing occurs, AIMCO will then control the General Partner of the
Partnership.
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., an affiliate of Insignia, 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, the Partnership disposed of the following buildings of the
Dayton Industrial Complex: Building 63 was sold on August 7, 1996 and
Buildings 45 and 52 sold on April 8, 1996.
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Waterford Square Apartments $ 17,033 $ 10,295 5-20 yrs (1) $ 6,467
Fox Crest Apartments 9,448 5,697 5-20 yrs (1) 3,361
Dayton Industrial Complex 13,803 8,768 5-20 yrs S/L 7,784
$ 40,284 $ 24,760 $17,612
<FN>
(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.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Waterford Square
Apartments
1st mortgage $ 11,897 7.90% 31 yrs 11/2027 $ 86
Fox Crest
Apartments
1st mortgage 6,471 8.00% 30 yrs 05/2003 5,445
Dayton Industrial
Complex
3rd mortgage 1,582 10.00% (2) 03/2002 1,582
Building 41
1st mortgage 1,132 10.50% 30 yrs 09/2007 15
2nd mortgage, in default 2,698 10.00% (1) 12/1997 2,698
Building 53
1st mortgage,
in default 1,043 10.00% 27 yrs 03/2007 11
2nd mortgage, in default 1,669 10.00% (1) 12/1997 1,669
Building 55
1st mortgage, in default 2,536 10.00% (1) 12/1997 2,536
Building 59
1st mortgage, in
default 2,864 10.00% (3) 05/1998 2,864
2nd mortgage, in default 687 10.00% (1) 12/1997 687
Angeles Partners XIV
Working capital
loan, in default (6) 1,281 (4) (4) 11/1997 1,281
Working capital
loan, in default (6) 3,295 (4) (4) 11/1997 3,295
Note payable (5)
("Glenwood") 1,915 12.50% (7) 03/1998 1,915
Note payable (5)
("Waterford Square") 411 12.00% (7) 03/1998 411
Note payable (5)
("Foxcrest") 4,764 12.50% (8) 03/2003 4,764
44,245
Less unamortized
discount (51)
Total $ 44,194 $ 29,259
<FN>
(1) 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.
(2) 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.
(3) 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.
(4) Interest accrues at prime plus 2%; payments are made based on excess cash
flow as defined.
(5) Payable to Angeles Mortgage Investment Trust ("AMIT").
(6) Payable to Angeles Acceptance Pool, L.P. ("AAP").
(7) Payment of excess cash flow only, as defined, due semi-annually.
(8) No payments due until maturity.
</FN>
</TABLE>
Average annual rental rates and occupancy for 1997 and 1996 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Waterford Square Apartments $6,034/unit $5,925/unit 92% 88%
Fox Crest Apartments 7,525/unit 7,314/unit 96% 95%
Dayton Industrial Complex (1) 4.50/sq.ft. 6.64/sq.ft. 69% 77%
(1) 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 1997 for each property were:
1997 1997
Billing Rate
(in thousands)
Waterford Square Apartments $ 176 1.16%
Fox Crest Apartments 175* 7.74%
Dayton Industrial Complex 139 1.84%
* Amount per 1996 billings, tax bills for 1997 not 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 $ 3.54 08/31/99
Public and contract
warehousing 70,000 3.89 12/31/98
The following schedule shows lease expirations for the commercial property,
Dayton Industrial Complex, for 1998 and thereafter (dollar amounts in
thousands):
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1998 6 76,994 $ 371 35%
1999 5 121,420 492 47%
2000 4 12,523 167 16%
ITEM 3. LEGAL PROCEEDINGS
On December 27, 1996, the lender on Building 59 of the Dayton Industrial Complex
initiated foreclosure proceedings. The Managing General Partner does not intend
to contest this foreclosure and anticipates that this property will be lost in
1998.
On September 30, 1997, the lender on Building 53 of the Dayton Industrial
Complex initiated foreclosure proceedings. The Managing General Partner does
not intend to contest this foreclosure and anticipates that this property will
be lost in 1998.
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 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 43,887 Limited Partnership Units outstanding held by 4,408 Limited
Partners of record. There is no intention to sell additional Limited Partnership
Units nor is there an established market for these Units. There were no
distributions to the Partners in 1997 or 1996. The Partnership presently does
not generate positive cash flow and is unable to make distributions.
During 1997 and 1996, the number of Limited Partnership Units decreased by 10
units and 242 units, respectively, 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 approximately $3,974,000 for the year
ended December 31, 1997 versus a net loss of approximately $4,542,000 for the
year ended December 31, 1996. The decrease in net loss can be attributed to the
sales of Buildings 45, 52, and 63 in the Dayton Industrial Complex, which
occurred during the second and third quarters of 1996. There was an overall
decrease in expenses as a result of these sales. Historically, these buildings
generated operating losses for the Partnership.
Rental income decreased for the year ended December 31, 1997, versus the year
ended December 31, 1996, due to the aforementioned sales and also due to the
decrease in occupancy at the Dayton Industrial Complex for the remaining
buildings. This was partially offset by increases in rental income at Fox Crest
Apartments and Waterford Square Apartments due to increases in occupancy and
average annual rental rates at both of these investment properties.
The sale of Buildings 45, 52 and 63 in the Dayton Industrial Complex is also the
primary reason for the decreases in operating, depreciation, interest and
property tax expense for the year ended December 31, 1997, as compared to the
year ended December 31, 1996. Also, contributing to the decrease in operating
expense was a decrease in concessions offered at Waterford Square Apartments.
Offsetting the decrease in operating expense was an increase in maintenance
expense at Waterford Square Apartments and Fox Crest Apartments due to interior
painting completed at both of the investment properties during the year ended
December 31, 1997. Also, concrete repairs were made to sidewalks, stairways and
ramps at Fox Crest Apartments and new light fixtures were installed and major
landscaping completed at Waterford Square Apartments. General and administrative
expenses decreased primarily due to a decrease in reimbursements for services of
affiliates and decreased professional fees. The decrease in interest expense,
resulting from the sales, was partially offset by an increase in interest
expense on the defaulted debt and due to interest accruing on increased debt
balances as unpaid interest is added to principal (see discussion below).
Interest expense at Fox Crest Apartments and Waterford Square Apartments
decreased due to lower interest rates obtained through the refinancings of the
mortgage debt secured by these properties in 1996.
In April 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial
Complex to an unaffiliated party, for net sales proceeds of approximately
$4,188,000 after payment of closing costs. The Partnership realized a gain of
approximately $495,000 on the sales and a related $1,126,000 extraordinary gain
on the early extinguishment of debt.
In August 1996, the Partnership sold Building 63 of the Dayton Industrial
Complex to an unaffiliated party, for net sales proceeds of approximately
$1,807,000, after payment of closing costs. The Partnership realized a gain of
approximately $131,000 on the sale.
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 approximately $518,000 in unamortized loan
costs associated with the previous indebtedness.
The Managing General Partner anticipates that the Partnership will lose
Buildings 53 and 59 of the remaining Dayton Buildings to foreclosure during
1998. The Managing General Partner has entered into sales agreements for
Buildings 41 and 55 of the Dayton Industrial Complex and anticipates selling
these buildings to unrelated parties in 1998. During the fourth quarters of
1997 and 1996, the Partnership recorded a $713,000 and $1,729,000 write down,
respectively, of the buildings from their carrying value to their estimated fair
value less costs to dispose. The Partnership recognized net operating losses of
approximately $1,186,000 and $1,524,000, for Dayton Industrial Complex for the
years ended December 31, 1997 and 1996, respectively.
Included in operating expense for the year ended December 31, 1997, is
approximately $71,000 of major repairs and maintenance mainly comprised of
parking lot repairs, exterior painting, and major landscaping expenditures. For
the year ended December 31, 1996, approximately $23,000 of major repairs and
maintenance comprised mainly of interior and exterior building improvements,
exterior painting, and window coverings were included in operating expense.
As part of the ongoing business plan of the Partnership, the Managing General
Partner continues to monitor the rental market environment of each of its
investment properties to assess the feasibility of increasing rents, maintaining
or increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Managing General Partner attempts to
protect the Partnership from inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $649,000 compared to approximately $318,000 at December 31, 1996.
Net cash increased approximately $331,000 and $95,000 for the years ended
December 31, 1997 and 1996, respectively. Net cash provided by operating
activities increased primarily as a result of the decreased net loss along with
an increase in accrued interest. The increase in accrued interest is primarily
due to the accrual of default interest, along with interest accruing on
increased debt balances at Dayton Industrial Complex as accrued interest is
added to the principal on all of the 2nd mortgages secured by this property.
Net cash used in investing activities in 1997 resulted from an increase in
property improvements and replacements. Net cash provided by investing
activities in 1996 resulted from the recognition of proceeds received from the
sale of the three buildings at the Dayton Industrial Complex during the year
ended December 31, 1996. Net cash used in financing activities decreased due to
the repayments of loans which occurred as a result of the refinance of Fox Crest
Apartments and the sales of Buildings 45, 52, and 63 at the Dayton Industrial
Complex during 1996.
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.
Indebtedness of approximately $16,073,000 is in default at December 31, 1997,
due to non-payment of interest and principal when due. Of this amount,
approximately $11,497,000 is non-recourse and approximately $4,576,000 is
recourse to the Partnership.
The Dayton Industrial Complex has four remaining buildings at December 31, 1997.
The Partnership is in default on Building 53's and Building 59's non-recourse
mortgages, in the amount of approximately $3,907,000, due to nonpayment of
interest and principal when due. The first mortgage secured by Building 55 and
the second mortgages secured by Buildings 41, 53 and 59, which total
approximately $7,590,000 and are all non-recourse to the Partnership, matured in
December 1997 and are in default due to nonpayment of interest and principal
when due. The lenders on Buildings 53 and 59 of the Dayton Industrial Complex
initiated foreclosure proceedings on September 30, 1997 and December 27, 1996,
respectively. The Managing General Partner does not intend to contest these
foreclosure proceedings. The Partnership expects to lose both of these
buildings to foreclosure in 1998. The Managing General Partner has entered into
sales agreements for Buildings 41 and 55 of the Dayton Industrial Complex and
anticipates selling these buildings to unrelated parties in 1998. The Dayton
Industrial Complex has not generated any operating cash for the Partnership
since it was purchased nor has the Partnership expended any cash to support the
property. The Managing General Partner does not intend to use any Partnership
funds to support this property.
The Partnership has unsecured working capital loans to AAP in the amount of
approximately $4,576,000, plus related accrued interest that was due November
25, 1997. This indebtedness is recourse to the Partnership. The Partnership
does not have the means with which to satisfy this obligation. The Managing
General Partner does not plan to enter into negotiations with AAP on this
indebtedness at this time. The Managing General Partner believes that the
possibility that AAP will initiate collection proceedings on this indebtedness
is remote, as the estimated value of the Partnership's investment properties and
other assets are significantly less than the existing first mortgages and other
secured Partnership indebtedness. If AAP initiates proceedings, then the
Managing General Partner will enter into negotiations to restructure this
indebtedness.
No other sources of additional financing have been identified by the
Partnership, nor does the Managing General Partner have any other plans to
remedy the liquidity problems the Partnership is currently experiencing. The
Managing General Partner anticipates that the Fox Crest Apartments and Waterford
Square Apartments will generate sufficient cash flows during 1998 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.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS XIV
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young, LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and
1996
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
1996
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, 1997, 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, 1997. 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 at December 31, 1997, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1997, 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 $11,497,000, plus related accrued interest, due to nonpayment of
interest and principal when due. In addition, unsecured indebtedness of
$4,576,000, plus related accrued interest, is in default due to non-payment upon
maturity in November 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 28, 1998,
except for Note J, as to which the date is
March 17, 1998
ANGELES PARTNERS XIV
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 649
Receivables and deposits, net of allowance for
doubtful accounts of $7 291
Restricted escrows 391
Other assets 431
Investment properties (Notes C, D and G):
Land $ 3,210
Buildings and related personal property 37,074
40,284
Less accumulated depreciation (24,760) 15,524
$ 17,286
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 33
Tenant security deposits 108
Accrued taxes 408
Accrued interest 4,774
Due to affiliates (Note F) 1,200
Other liabilities 76
Notes payable, including $16,073 in
default (Notes C, D and G) 44,194
Partners' Deficit
General partners $ (718)
Limited partners (43,887 units
issued and outstanding) (32,789) (33,507)
$ 17,286
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Revenues:
Rental income $ 5,503 $ 6,362
Other income 139 198
Gain on sale of investment properties -- 626
Total revenues 5,642 7,186
Expenses:
Operating 2,336 2,823
General and administrative 214 424
Depreciation 1,219 1,939
Interest 4,670 4,937
Property taxes 486 505
Bad debt recovery, net (22) (21)
Write down of investment property (Note G) 713 1,729
Total expenses 9,616 12,336
Loss before extraordinary items (3,974) (5,150)
Extraordinary item - loss on refinance (Note D) -- (518)
Extraordinary item - gain on extinguishment of
debt (Note D) -- 1,126
Net loss $ (3,974) $ (4,542)
Net loss allocated to general partners (1%) $ (40) $ (45)
Net loss allocated to limited partners (99%) (3,934) (4,497)
Net loss $ (3,974) $ (4,542)
Per limited partnership unit:
Loss before extraordinary items $ (89.62) $ (115.51)
Extraordinary item - loss on refinance -- (11.62)
Extraordinary item - gain on extinguishment of debt -- 25.26
Net loss $ (89.62) $ (101.87)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(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 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)
Net loss for the year ended
December 31, 1997 -- (40) (3,934) (3,974)
Abandonment of limited
Partnership Units (Note I) (10) -- -- --
Partners deficit at
December 31, 1997 43,887 $ (718) $ (32,789) $ (33,507)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,974) $ (4,542)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,219 1,939
Amortization of discounts, loan costs,
and leasing commissions 55 111
Extraordinary gain on extinguishment of debt -- (1,126)
Extraordinary loss on refinance -- 518
Gain on sale of investment properties -- (626)
Bad debt recovery, net (22) (21)
Write down of investment property 713 1,729
Change in accounts:
Receivables and deposits 156 243
Other assets 4 9
Accounts payable (11) (52)
Tenant security deposit liabilities 5 (30)
Accrued taxes 9 (58)
Accrued interest 2,958 2,440
Due to affiliates 146 290
Other liabilities 1 (44)
Net cash provided by operating activities 1,259 780
Cash flows from investing activities:
Property improvements and replacements (343) (223)
Proceeds from sale of investment property -- 5,995
Net deposits to restricted escrows (50) (56)
Net cash (used in) provided by investing activities (393) 5,716
Cash flows from financing activities:
Principal payments on notes payable (718) (397)
Repayment of loans -- (24,382)
Additions to notes payable 183 18,705
Loan costs paid -- (327)
Net cash used in financing activities (535) (6,401)
Net increase in cash and cash equivalents 331 95
Cash and cash equivalents at beginning of year 318 223
Cash and cash equivalents at end of year $ 649 $ 318
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,594 $ 2,390
Supplemental disclosure of non-cash investing and
financing activities:
Interest on notes transferred to notes payable $ 878 $ 3,556
Mortgage debt cancelled upon sale of investment property $ -- $ 1,146
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS XIV
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming Angeles
Partners XIV (the "Partnership" or "Registrant") will continue as a going
concern. The Partnership continues to incur recurring operating losses and
suffers from inadequate liquidity. Non-recourse and recourse indebtedness of
approximately $11,497,000 and $4,576,000 is in default at December 31, 1997, due
to nonpayment of interest and principal when due.
The Partnership incurred a net loss of approximately $3,974,000 for the year
ended December 31, 1997, and Angeles Realty Corporation II, (the "Managing
General Partner" or "ARC II") expects the Partnership to continue to incur such
losses. The Partnership generated cash from operations of approximately
$1,259,000 during 1997; however, this primarily was the result of accruing
interest of approximately $2,958,000 on its indebtedness and $146,000 for
services provided by affiliates.
The Dayton Industrial Complex has four remaining buildings at December 31, 1997.
The Partnership is in default on Building 53's and Building 59's non-recourse
first mortgages in the amount of $3,907,000 due to nonpayment of interest and
principal when due. The first mortgage on Building 55 and the second mortgages
on Buildings 41, 53 and 59, which total $7,590,000 and are all nonrecourse to
the Partnership, matured in December 1997 and are in default due to nonpayment
of interest and principal when due. The lenders on Buildings 53 and 59 of the
Dayton Industrial Complex initiated foreclosure proceedings on September 30,
1997 and December 27, 1996, respectively. The Managing General Partner does not
intend to contest these foreclosure proceedings. The Partnership expects to
lose these buildings to foreclosure in 1998. The Managing General Partner has
entered into sales agreements for Buildings 41 and 55 of the Dayton Industrial
Complex and anticipates selling these buildings to unrelated parties in 1998.
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 1998.
The Partnership has unsecured working capital loans to Angeles Acceptance Pool,
L.P. ("AAP") in the amount of approximately $4,576,000 plus related accrued
interest that was due in November 1997. This indebtedness is recourse to the
Partnership. The Partnership does not have the means with which to satisfy this
obligation. The Managing General Partner does not plan to enter into
negotiations with AAP on this indebtedness at this time. The Managing General
Partner believes that the possibility that AAP will initiate collection
proceedings on this indebtedness is remote, as the estimated value of the
Partnership's investment properties and other assets are significantly less than
the existing first mortgages and other secured Partnership indebtedness. If AAP
initiates proceedings, then the Managing General Partner will enter into
negotiations to restructure this indebtedness.
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.
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: The Partnership 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 ARC II, an affiliate
of Insignia Financial Group, Inc. ("Insignia") and wholly-owned subsidiary of
MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged
into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia
Financial Group, Inc. ("Insignia"). Thus the Managing General Partner is now a
wholly-owned subsidiary of IPT. 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". As of December 31,
1997, 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 consolidated financial statements include all
of the accounts of the Partnership and its 99% limited partnership interest in
Waterford Square Apartments, Ltd. The Partnership may remove the General
Partner in Waterford Square Apartments, Ltd.; therefore, this partnership is
controlled and consolidated by the Partnership. All significant
interpartnership balances have been eliminated.
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").
Cash and Cash Equivalents: Cash and cash equivalents includes cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Advertising Costs: Advertising costs, of approximately $64,000 in 1997 and
approximately $78,000 in 1996, are charged to expense as they are incurred and
are included in operating expenses in the accompanying statements of operations.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets (See "Note G").
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 approximately $400,000, at December 31, 1997, which
are included in other assets on the accompanying balance sheet, are being
amortized on a straight-line basis over the lives of the loans. At December 31,
1997, accumulated amortization is approximately $96,000 and is also included in
other assets on the accompanying balance sheet.
Lease Commissions: Lease commissions of approximately $14,000, at December 31,
1997, which are included in other assets on the accompanying balance sheet, are
being amortized on a straight-line basis over the terms of the respective
leases. At December 31, 1997, accumulated amortization is approximately $10,000
and is also included in other assets on the accompanying 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: The Partnership believes that the carrying amount of its financial
instruments (except for long term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
first mortgages that are not in default, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates their carrying balance. The Managing General Partner believes that
it is not appropriate to use the Partnership's incremental borrowing rate for
debt in default, third mortgage and debt to affiliates (see Note F) as there is
no market in which the Partnership could obtain similar financing.
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 1996 balances
to conform to the 1997 presentation.
NOTE C - SALE OF PROPERTIES
On April 8, 1996, the Partnership sold Buildings 45 and 52 of the Dayton
Industrial Complex to an unaffiliated party for net sales proceeds of
approximately $4,188,000 after payment of closing costs. The Partnership
realized a gain of approximately $495,000 on the sales and a related $1,126,000
extraordinary gain on the early extinguishment of debt. 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 approximately
$1,807,000 after payment of closing costs. The Partnership realized a gain of
approximately $131,000 on the sale.
NOTE D - NOTES PAYABLE
The principle terms of notes payable are as follows:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Waterford Square
Apartments
1st mortgage $ 87 7.90% 11/2027 $ 86 $ 11,897
Fox Crest
Apartments
1st mortgage 56 8.0% 05/2003 5,445 6,471
Dayton Industrial
Complex
3rd mortgage (2) 10.00% 03/2002 1,582 1,582
Building 41
1st mortgage 16 10.50% 09/2007 15 1,132
2nd mortgage, in default (1) 10.00% 12/1997 2,698 2,698
Building 53
1st mortgage,
in default 13 10.00% 03/2007 11 1,043
2nd mortgage, in default (1) 10.00% 12/1997 1,669 1,669
Building 55
Mortgage, in default (1) 10.00% 12/1997 2,536 2,536
Building 59
1st mortgage,
in default (3) 10.00% 05/1998 2,864 2,864
2nd mortgage, in default (1) 10.00% 12/1997 687 687
Angeles Partners XIV
Working capital loan
loan, in default (6) (4) (4) 11/1997 1,281 1,281
Working capital
loan, in default (6) (4) (4) 11/1997 3,295 3,295
Note payable (5)
("Glenwood") (7) 12.50% 03/1998 1,915 1,915
Note payable (5)
("Waterford Square") (7) 12.00% 03/1998 411 411
Note payable (5)
("Foxcrest") (8) 12.50% 03/2003 4,764 4,764
44,245
Less unamortized
discounts (51)
Totals $ 29,259 $ 44,194
<FN>
(1) 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.
(2) 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.
(3) 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.
(4) Interest accrues at prime plus 2%; payments are based on excess cash flow
as defined.
(5) Payable to Angeles Mortgage Investment Trust ("AMIT").
(6) Payable to AAP.
(7) Payments of excess cash flow only, as defined, due semi-annually.
(8) No payments due until maturity.
</FN>
</TABLE>
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.
The Partnership is in default on Building 53's and Building 59's non-recourse
first mortgages in the amount of $3,907,000 due to nonpayment of interest and
principal when due. The first mortgage on Building 55 and the second mortgages
on Buildings 41, 53, and 59, which total approximately $7,590,000, are in
default due to their maturity in December 1997 and are in default due to
nonpayment of interest and principal when due. The lenders of Buildings 53
and 59 initiated foreclosure proceedings on September 30, 1997 and December 27,
1996, respectively. The Partnership will not contest these proceedings and
expects to lose these buildings to foreclosure in 1998. The Managing General
Partner has entered into sales agreements for Buildings 41 and 55 of the Dayton
Industrial Complex and anticipates selling these buildings to unrelated parties
in 1998. 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 approximately $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 approximately $56,000. The Partnership capitalized approximately
$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 approximately
$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 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 approximately $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 approximately
$11,855,000 of which approximately $11,762,000 represented principal. The new
indebtedness of approximately $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 approximately $87,000. The Partnership recognized an
extraordinary loss on the refinancing due to the write off of approximately
$518,000 in unamortized loan costs associated with the previous indebtedness.
The Partnership capitalized approximately $219,000 in loan costs associated with
the refinancing.
Mortgage notes payable totaling approximately $32,579,000 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, 1997,
are as follows (in thousands):
1998 $ 18,732
1999 362
2000 395
2001 429
2002 2,050
Thereafter 22,277
$ 44,245
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.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands except per unit data):
1997 1996
Net loss as reported $ (3,974) $ (4,542)
Add (deduct):
Depreciation differences (326) 412
Unearned income 107 (30)
Discounts on notes payable 47 26
Book-tax difference on
sale/foreclosures -- (190)
Write down of investment properties 713 1,729
Other (1) 85
Federal taxable loss $ (3,434) $ (2,510)
Federal taxable loss per limited
partnership unit $ (77.47) $ (56.61)
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 $ (33,507)
Land and buildings 2,733
Accumulated depreciation (645)
Syndication and distribution costs 6,047
Other 64
Net liabilities - Federal tax basis $ (25,308)
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following amounts were paid or accrued to the Managing General Partner and
affiliates in 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included in $ 251 $ 234
operating expenses)
Reimbursement for services of
affiliates, including approximately
$1,200 accrued at December 31, 1997
(included in operating and general and
administrative expenses and investment property) 153 326
Included in reimbursement for services of affiliates is approximately $6,000 and
$8,000 of construction oversight costs at December 31, 1997 and 1996,
respectively.
Included in reimbursement for services of affiliates at December 31, 1996, is
approximately $15,000 of commissions earned on the sale of the buildings at the
Dayton Industrial Complex.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
In November 1992, AAP, a Delaware limited partnership was organized to acquire
and hold the obligations evidencing the working capital loans previously
provided to the Partnership by Angeles Capital Investments, Inc. ("ACII").
Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles
Acceptance Directives, Inc. ("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% general partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
These working capital loans funded the Partnership's operating deficits in prior
years. Total indebtedness was $4,576,000 at December 31, 1997, with monthly
interest accruing at prime plus two percent. Interest is to be paid based on
excess cash flow, as defined. Principal was to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Upon maturity on November 25, 1997, the
Partnership did not have the means with which to satisfy this maturing debt
obligation. Total interest expense for these loans was approximately $485,000
and approximately $470,000 in 1997 and 1996, respectively. Accrued interest
was approximately $2,273,000 at December 31, 1997.
AMIT currently holds notes receivable from the Partnership in the amount of
approximately $7,090,000. Total interest expense on this financing was
approximately $1,025,000 and approximately $963,000 in 1997 and 1996,
respectively. Accrued interest was approximately $1,585,000 at December 31,
1997.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B shares provide that they are convertible, in whole or in
part, into Class A Common Shares of AMIT on the basis of 1 Class A share for
every 49 Class B shares (however, in connection with the settlement agreement
described in the following paragraph, MAE GP agreed not to convert the Class B
shares so long as AMIT's option is outstanding). These Class B Shares entitle
the holder to receive 1% of the distributions of net cash distributed by AMIT
(however, in connection with the settlement agreement described in the following
paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.
Liquidity Assistance L.L.C., which is an affiliate of the Managing General
Partner, MAE and Insignia Financial Group, Inc. ("Insignia") (which provides
property management and partnership administration services to the Partnership),
owned 96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates. On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A share and Class B share
being converted into 1.625 and 0.0332 common shares of IPT, respectively. The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
The Partnership has agreed to pay Miller Valentine Realty ("MV") property
management fees, leasing commissions, and financing fees and sales commissions
upon the refinancing or sale of the properties. The Partnership will receive
the first $3,000,000 of excess cash from operations, 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. MV did not exercise this
option.
NOTE G - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
<TABLE>
<caption
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Waterford Square Apartments $ 11,897 $ 1,382 $ 13,479 $ 2,172
Fox Crest Apartments 6,471 861 8,198 389
Dayton Industrial Complex 14,211 3,922 53,825 (43,944)
Angeles Partners XIV 11,666 -- -- --
Totals $ 44,245 $ 6,165 $ 75,502 $ (41,383)
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
(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 $ 15,651 $ 17,033 $ 10,295 05/31/85 5-20 yrs
Fox Crest Apartments 861 8,587 9,448 5,697 06/30/85 5-20 yrs
Dayton Industrial Complex 967 12,836 13,803 8,768 12/20/85 5-20 yrs
Totals $ 3,210 $ 37,074 $ 40,284 $ 24,760
</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 dispose of all of the remaining Dayton Buildings, either to
foreclosure or sales during 1998. The Partnership has accounted for these
buildings as "held for disposal" effective October 1, 1996, in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
has recorded write downs of approximately $713,000 and $1,729,000 for the years
ended December 31, 1997 and 1996, respectively, on the buildings from their
carrying value to their estimated fair value less costs to dispose. The
Partnership recognized rental revenues and operating expenses of approximately
$1,044,000 and $2,230,000, respectively, for Dayton Industrial Complex for the
year ended December 31, 1997, compared to rental revenues and operating expenses
of approximately $2,166,000 and $3,690,000, respectively, for the year ended
December 31, 1996.
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
(in thousands)
Investment Properties
Balance at beginning of year $ 40,654 $ 52,908
Property improvements 343 223
Dispositions -- (10,748)
Write down (713) (1,729)
Balance at end of Year $ 40,284 $ 40,654
Accumulated Depreciation
Balance at beginning of year $ 23,541 $ 26,944
Additions charged to expense 1,219 1,939
Dispositions -- (5,342)
Balance at end of Year $ 24,760 $ 23,541
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1997 and 1996, is approximately $43,017,000 and $42,615,000.
The accumulated depreciation taken for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $25,405,000 and $23,859,000,
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, 1997, the
minimum lease amounts to be received under such non-cancelable leases, were as
follows (in thousands):
1998 $ 977
1999 486
2000 99
Thereafter --
Total $ 1,562
NOTE I - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1997 and 1996, the number of Limited Partnership Units decreased by 10 units
and 242 units, respectively, 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.
NOTE J - SUBSEQUENT EVENTS
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
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
Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"), is a
wholly-owned subsidiary of MAE GP Corporation (MAE GP). Effective February 25,
1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Thus the Managing
General Partner is now a wholly-owned subsidiary of IPT.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
The names of the directors and executive officers of ARC II, their ages and the
nature of all positions with ARC II presently held by them are as follows:
Name Age Position
Carroll D. Vinson 57 President and Director
Robert D. Long, Jr. 30 Vice President and Chief
Accounting Officer
William H. Jarrard, Jr. 51 Vice President
Daniel M. LeBey 32 Secretary
Kelley M. Buechler 40 Assistant Secretary
Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement, L.P. ("MAE"), and
subsidiaries since August 1994. He has acted as Chief Operating Officer of IPT,
since May 1997. 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 which included portfolio acquisitions, asset
dispositions, debt restructurings and financial reporting. 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.
Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the
Managing General Partner since August 1994. Mr. Long joined MAE in September
1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of
the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining MAE
in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of
Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.
William H. Jarrard, Jr. has been Vice President of the Managing General Partner
since December 1992. He has acted as Senior Vice President of IPT since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July
1996 he has also served as Insignia's Associate General Counsel. From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and 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,
certain fees and other payments have been made to the Partnership's Managing
General Partner and its affiliates, as described in "Item 12.".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1998, 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
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following amounts were paid or accrued to the Managing General Partner and
affiliates in 1997 and 1996:
1997 1996
(in thousands)
Property management fees $ 251 $ 234
Reimbursement for services of
affiliates, including approximately
$1,200 accrued at December 31, 1997 153 326
Included in reimbursement for services of affiliates is approximately $6,000 and
$8,000 of construction oversight costs at December 31, 1997 and 1996,
respectively.
Included in reimbursement for services of affiliates at December 31, 1996, is
approximately $15,000 of commissions earned on the sale of the buildings at the
Dayton Industrial Complex.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
In November 1992, AAP, a Delaware limited partnership was organized to acquire
and hold the obligations evidencing the working capital loans previously
provided to the Partnership by Angeles Capital Investments, Inc. ("ACII").
Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles
Acceptance Directives, Inc. ("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% general partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
These working capital loans funded the Partnership's operating deficits in prior
years. Total indebtedness was $4,576,000 at December 31, 1997, with monthly
interest accruing at prime plus two percent. Interest is to be paid based on
excess cash flow, as defined. Principal was to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Upon maturity on November 25, 1997, the
Partnership did not have the means with which to satisfy this maturing debt
obligation. Total interest expense for these loans was approximately $485,000
and approximately $470,000 in 1997 and 1996, respectively. Accrued interest
was approximately $2,273,000 at December 31, 1997.
AMIT currently holds notes receivable from the Partnership in the amount of
approximately $7,090,000. Total interest expense on this financing was
approximately $1,025,000 and $963,000 in 1997 and 1996, respectively. Accrued
interest was approximately $1,585,000 at December 31, 1997.
In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long as AMIT's option is
outstanding). These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding). The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.
Liquidity Assistance L.L.C., which is an affiliate of the Managing General
Partner, MAE and Insignia Financial Group, Inc. ("Insignia") (which provides
property management and partnership administration services to the Partnership),
owned 96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates. On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A share and Class B share
being converted into 1.625 and 0.0332 common shares of IPT, respectively. The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
The Partnership has agreed to pay Miller Valentine Realty ("MV") property
management fees, leasing commissions, and financing fees and sales commissions
upon the refinancing or sale of the properties. The Partnership will receive
the first $3,000,000 of excess cash from operations, 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. MV did not exercise this
purchase option.
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
1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
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
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 26, 1998
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 dates
indicated.
/s/Carroll D. Vinson President and Director
Carroll D. Vinson
/s/Robert D. Long, Jr. Vice-President and
Robert D. Long, Jr. Chief 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 extracted from Angeles
Partners XIV 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 649
<SECURITIES> 0
<RECEIVABLES> 291
<ALLOWANCES> 7
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 40,284
<DEPRECIATION> 24,760
<TOTAL-ASSETS> 17,286
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 44,194
0
0
<COMMON> 0
<OTHER-SE> (33,507)
<TOTAL-LIABILITY-AND-EQUITY> 17,286
<SALES> 0
<TOTAL-REVENUES> 5,642
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,616
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,670
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,974)
<EPS-PRIMARY> (89.62)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
