FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-14248
ANGELES PARTNERS XIV
(Exact name of small business issuer as specified in its charter)
California 95-3959771
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
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____
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES PARTNERS XIV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 1,147
Receivables and deposits 381
Restricted escrows 228
Other assets 337
Investment properties:
Land $ 2,243
Buildings and related personal property 25,800
28,043
Less accumulated depreciation (18,818) 9,225
$ 11,318
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 12
Tenant security deposit liabilities 114
Accrued property taxes 369
Accrued interest 7,307
Due to affiliates 1,482
Other liabilities 103
Notes payable, including $4,576 in default 29,925
Partners' Deficit
General partners $ (663)
Limited partners (43,589 units issued and
outstanding) (27,331) (27,994)
$ 11,318
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
2000 1999
Revenues:
Rental income $1,210 $ 1,143
Other income 49 42
Total revenues 1,259 1,185
Expenses:
Operating 379 419
General and administrative 52 62
Depreciation 335 316
Interest 847 791
Property taxes 105 102
Total expenses 1,718 1,690
Net loss $ (459) $ (505)
Net loss allocated to general partners (1%) $ (5) $ (5)
Net loss allocated to limited partners (99%) (454) (500)
$ (459) $ (505)
Net loss per limited partnership unit $(10.42) $(11.47)
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 44,390 $ 1 $ 44,390 $44,391
Partners' deficit at
December 31, 1999 43,589 $ (658) $(26,877) $(27,535)
Net loss for the three months
ended March 31, 2000 -- (5) (454) (459)
Partners' deficit
at March 31, 2000 43,589 $ (663) $(27,331) $(27,994)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
ANGELES PARTNERS XIV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (459) $ (505)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 335 316
Amortization of discounts and loan costs 8 7
Change in accounts:
Receivables and deposits (128) (279)
Other assets 13 (6)
Accounts payable (116) (3)
Tenant security deposit liabilities 7 1
Accrued property taxes 104 198
Accrued interest 472 412
Due to affiliates 27 35
Other liabilities (178) 74
Net cash provided by operating activities 85 250
Cash flows from investing activities:
Property improvements and replacements (47) (46)
Net (deposits to) receipts from restricted escrows (27) 60
Net cash (used in) provided by investing activities (74) 14
Cash flows from financing activities:
Principal payments on notes payable (74) (68)
Net cash used in financing activities (74) (68)
Net (decrease) increase in cash and cash equivalents (63) 196
Cash and cash equivalents at beginning of period 1,210 883
Cash and cash equivalents at end of period $ 1,147 $ 1,079
Supplemental disclosure of cash flow information:
Cash paid for interest $ 353 $ 360
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
ANGELES PARTNERS XIV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
The accompanying consolidated 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.
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 of approximately $3,315,000 that is in default due to non-payment upon
maturity in November 1997. This indebtedness is recourse to the Partnership. The
Partnership does not have the means with which to satisfy this obligation.
Angeles Realty Corporation II (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 it is doubtful that AAP will initiate collection
proceedings on this indebtedness since 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.
The Partnership realized a net loss of approximately $459,000 for the three
months ended March 31, 2000. The Managing General Partner expects the
Partnership to continue to incur such losses from operations. The Partnership
generated cash from operations of approximately $85,000 during the three months
ended March 31, 2000; however, this was primarily the result of accruing
interest of approximately $472,000 on its indebtedness and, to a lesser extent,
$27,000 for services provided by affiliates.
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, property debt service requirements and
to fund capital expenditures. However, these cash flows will be insufficient to
provide debt service for the unsecured Partnership indebtedness.
As a result of the above, there is substantial doubt about the Partnership's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or amounts and classifications of
liabilities that may result from these uncertainties.
Note B - Basis of Presentation
The accompanying unaudited consolidated financial statements of the Partnership
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Managing General
Partner, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 2000, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999.
Reclassifications
Certain reclassifications have been made to the 1999 information to conform with
the 2000 presentation.
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 general partner of the consolidated partnership is the
Managing General Partner. The Managing General Partner may be removed by the
Registrant; therefore, this consolidated partnership is controlled and
consolidated by the Registrant. All significant interpartnership balances have
been eliminated.
Note C - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
("IPT") merged into Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership
interest in the Managing General Partner. The Managing General Partner does not
believe that this transaction has had or will have a material effect on the
affairs and operations of the Partnership.
Note D - 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 (i) certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The following payments were paid or accrued to the Managing General Partner and
affiliates during each of the three months ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in
operating expense) $ 69 $ 66
Reimbursement for services of affiliates (included
in investment properties, operating, and general
and administrative expenses) 28 35
Due to affiliate 1,482 1,377
During the three months ended March 31, 2000 and 1999 affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from both of the
Registrant's residential properties as compensation for providing property
management services. The Registrant paid to such affiliates approximately
$69,000 and $66,000 for the three months ended March 31, 2000 and 1999,
respectively.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $28,000 and $35,000 for the
three months ended March 31, 2000 and 1999, respectively. The Partnership owed
the affiliates approximately $1,482,000 and $1,377,000 at March 31, 2000 and
1999, respectively.
In November 1992, AAP, a Delaware limited partnership which now controls the
working capital loans previously provided by Angeles Capital Investment, Inc.
("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc. ("AAD"), which was
wholly-owned by IPT, and 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 General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 0.5% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
The AAP working capital loans funded the Partnership's operating deficits in
prior years. Total indebtedness was approximately $4,576,000, plus accrued
interest of approximately $3,315,000, at March 31, 2000, with monthly interest
accruing at prime plus two percent. 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 this loan was approximately $121,000 and
$102,000 for the three months ended March 31, 2000 and 1999, respectively.
Angeles Mortgage Investment Trust ("AMIT") provided financing (the "AMIT Loans")
to the Partnership. Pursuant to a series of transactions, affiliates of the
Managing General Partner acquired ownership interests in AMIT. On September 17,
1998, AMIT was merged with and into IPT, the entity which controlled the
Managing General Partner. Effective February 26, 1999, IPT was merged into
AIMCO. Thus, AIMCO is the current holder of the AMIT loans. The principal
balances on the AMIT Loans totals approximately $7,603,000 at March 31, 2000,
accrues interest at rates of 12% to 12.5% per annum and are recourse to the
Partnership. Two of the three notes totaling $2,838,000 originally matured in
March 1998. The Managing General Partner negotiated with AMIT to extend this
indebtedness and in the second quarter of 1998, executed an extension through
March 2002. The remaining note with a principal balance of approximately
$4,765,000 matures in March 2003. Total interest expense on the AMIT Loans was
approximately $351,000 and $310,000 for the three months ended March 31, 2000
and 1999, respectively. Accrued interest was approximately $3,874,000 at March
31, 2000.
AIMCO and its affiliates currently own 8,626 limited partnership units in the
Partnership representing 19.789% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner.
Note E - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of two apartment complexes
one located in Waukegan, Illinois and the other in Huntsville, Alabama. The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those described in the Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
are managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three month periods ended March 31, 2000 and 1999 is
shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
2000 Residential Other Totals
Rental income $ 1,210 $ -- $ 1,210
Other income 44 5 49
Interest expense 373 474 847
Depreciation 335 -- 335
General and administrative expense -- 52 52
Segment profit (loss) 62 (521) (459)
Total assets 10,879 439 11,318
Capital expenditures for
investment properties 47 -- 47
1999 Residential Other Totals
Rental income $ 1,143 $ -- $ 1,143
Other income 38 4 42
Interest expense 377 414 791
Depreciation 316 -- 316
General and administrative expense -- 62 62
Segment loss (33) (472) (505)
Total assets 11,456 384 11,840
Capital expenditures for
investment properties 46 -- 46
Note F - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note C - Transfer of Control"). The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
Waterford Square Apartments 98% 95%
Huntsville, Alabama (1)
Fox Crest Apartments 98% 94%
Waukegan, Illinois (2)
(1) The Managing General Partner attributes the increase in occupancy at
Waterford Square Apartments to the completion of major capital
improvements, which have increased the curb appeal of the property.
(2) The Managing General Partner attributes the increase in occupancy at Fox
Crest Apartments to the implementation of a more aggressive marketing
program at the property.
Results from Operations
The Partnership's net loss for the three months ended March 31, 2000 was
approximately $459,000 compared to net loss of approximately $505,000 for the
corresponding period in 1999. The decrease in net loss for the three months
ended March 31, 2000 was primarily due to an increase in total revenues, which
was slightly offset by an increase in total expenses. The increase in total
revenues was primarily due to an increase in rental income. Rental income
increased due to increased average occupancy, as noted above, and average rental
rates at both Waterford Square Apartments and Fox Crest Apartment.
The increase in total expenses was the result of increases in interest and
depreciation expenses offset by decreases in operating and general and
administrative expenses. Interest expense increased due to interest accruing on
the defaulted AAP notes. The increase in depreciation expense is due to
increased capital improvements and replacements made at the properties over the
past year. The decrease in operating expenses was due to decreases in
administrative and maintenance salaries at both properties and the completion of
an interior painting project at Waterford Square Apartments during the three
months ended March 31, 1999.
The decrease in general and administrative expense is primarily due to the
settlement of a legal case in 1999 which was disclosed in a prior quarter.
Included in general and administrative expenses for the three months ended March
31, 2000 and 1999 are management reimbursements to the Managing General Partner
allowed under the Partnership Agreement. In addition, costs associated with the
quarterly and annual communications with investors and regulatory agencies and
the annual audit required by the Partnership Agreement are also included.
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 the burden of 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 March 31, 2000, the Registrant had cash and cash equivalents of approximately
$1,147,000 as compared to approximately $1,079,000 at March 31, 1999. Cash and
cash equivalents decreased approximately $63,000 for the period ended March 31,
2000 from the Registrant's year ended December 31, 1999 and is primarily due to
approximately $74,000 of cash used in both investing and financing activities,
partially offset by approximately $85,000 of cash provided by operating
activities. Cash used in investing activities consisted of property improvements
and replacements and net deposits to restricted escrows. Cash used in financing
activities consisted of payments of principal on the mortgages encumbering the
Registrant's properties. The Registrant invests its working capital reserves in
a money market account.
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. Recourse
indebtedness due to AAP of approximately $4,576,000 plus accrued interest of
approximately $3,315,000 is in default at March 31, 2000, as a result of
nonpayment of interest and principal upon its maturity 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 the Fox Crest Apartments and Waterford
Square Apartments will generate sufficient cash flows during 2000 to meet all
property operating expenses, property 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 liquidate 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.
With respect to the Partnership's two apartment complexes, the sufficiency of
existing liquid assets to meet future liquidity and capital expenditure
requirements is directly related to the level of capital expenditures required
at the properties to adequately maintain the physical assets and other operating
needs of the Partnership and to comply with Federal, state, and local legal and
regulatory requirements. Capital improvements planned for each of the
Registrant's properties are detailed below.
Waterford Square Apartments
The Partnership has budgeted, but is not limited to, approximately $158,000 of
capital improvements at Waterford Square Apartments for 2000 consisting
primarily of flooring replacements, appliances and HVAC condensing units. As of
March 31, 2000, the property has spent approximately $16,000 on flooring
replacements and appliances. These improvements were funded from operating cash
flow.
Fox Crest Apartments
The Partnership has budgeted, but is not limited to, approximately $131,000 of
capital improvements at Fox Crest Apartments for 2000 consisting primarily of
flooring replacements, appliances, plumbing upgrades and heating unit
replacement. As of March 31, 2000, the property has spent approximately $31,000
on carpet and heating unit replacements. These improvements were funded from
operating cash flow.
The additional capital improvements planned for 2000 at the Partnership's
properties will be made only to the extent of cash available from operations and
Partnership reserves.
The existing first mortgage indebtedness, working capital loans and amounts due
to AMIT are thought to be in excess of the value of the properties. (Pursuant to
a series of transactions, affiliates of the Managing General Partner acquired
ownership interests in AMIT as follows: On September 17, 1998, AMIT was merged
with and into IPT and effective February 26, 1999, IPT was merged into AIMCO.
Accordingly, AIMCO is the current holder of the AMIT loans.) Two AMIT Notes in
the aggregate amount of approximately $2,838,000 plus related accrued interest
of approximately $803,000 mature in March 2002; these notes are recourse to the
Partnership only. These loans require monthly payments of excess cash flow, as
defined in the terms of the promissory notes. The Partnership's other remaining
note to AMIT for approximately $4,765,000, plus accrued interest at 12.5% per
annum compounded monthly, is due March 2003 and does not require any payments
until maturity. Accrued interest as of March 31, 2000 is approximately
$3,071,000. The first mortgage loan encumbering Waterford Square Apartments,
which is guaranteed by HUD, is scheduled to mature in November 2027, at which
time a balloon payment of $86,000 is due. Likewise, the first mortgage loan
encumbering Fox Crest Apartments is scheduled to mature in May 2003, at which
time a balloon payment of $5,445,000 is due. The Registrant is current in its
payments on both of these mortgages. The Managing General Partner will attempt
to refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Registrant will risk losing such properties through foreclosure.
There were no distributions made for either of the three month periods ended
March 31, 2000 or 1999. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of cash reserves and the
timing of debt maturities, refinancings and/or property sales. The Registrant's
distribution policy is reviewed on an annual basis. However, based on the
current default under the working capital loans and the pending maturities of
the first mortgage loans, it is unlikely that a distribution will be made by the
Registrant in the foreseeable future.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note C - Transfer
of Control"). The plaintiffs seek monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing General Partner filed demurrers to the amended complaint which were
heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the Managing General Partner and its
affiliates terminated the proposed settlement. Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
No reports were filed during the quarter ended March 31, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XIV
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: May 8, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XIV 2000 First Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000759859
<NAME> Angeles Partners XIV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,147
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 28,043
<DEPRECIATION> 18,818
<TOTAL-ASSETS> 11,318
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 29,925
0
0
<COMMON> 0
<OTHER-SE> (27,994)
<TOTAL-LIABILITY-AND-EQUITY> 11,318
<SALES> 0
<TOTAL-REVENUES> 1,259
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 847
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (459)
<EPS-BASIC> (10.42)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
