-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A1rJwqrIqLxw3Mq49qBxG1Eddm8p6WKgegQ//qvAXAow6nxrlK98+q0R8Xr/xHbC bKDxwfhW9EsPmmwZlAbeyg== 0000720460-96-000009.txt : 19960515 0000720460-96-000009.hdr.sgml : 19960515 ACCESSION NUMBER: 0000720460-96-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XIV CENTRAL INDEX KEY: 0000759859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953959771 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-14284 FILM NUMBER: 96562755 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period.........to......... Commission file number 0-14248 ANGELES PARTNERS XIV (Exact name of small business issuer as specified in its charter) California 95-3959771 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS XIV CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996 Assets Cash and cash equivalents: Unrestricted $ 206 Restricted--tenant security deposits 92 Accounts receivable, net of allowance of $59 12 Escrows for taxes and insurance 628 Restricted escrows 312 Other assets 731 Investment properties Land $ 4,164 Buildings and related personal property 48,756 52,920 Less accumulated depreciation (27,553) 25,367 $ 27,348 Liabilities and Partners' Deficit Liabilities Accounts payable $ 119 Tenant security deposits 128 Accrued taxes 490 Accrued interest 4,203 Due to affiliates 829 Other liabilities 146 Notes payable, including $11,751 in default 47,578 Partners' Deficit General partners $ (645) Limited partners (44,139 units issued and outstanding) (25,500) (26,145) $ 27,348 See Accompanying Notes to Consolidated Financial Statements b) ANGELES PARTNERS XIV CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 1996 1995 Revenues: Rental income $ 1,846 $ 2,008 Other income 34 94 Total revenues 1,880 2,102 Expenses: Operating 525 608 General and administrative 119 84 Maintenance 221 134 Depreciation 615 722 Interest 1,403 1,398 Property taxes 142 106 Bad debt 9 20 Total expenses 3,034 3,072 Net loss $(1,154) $ (970) Net loss allocated to general partners (1%) $ (12) $ (10) Net loss allocated to limited partners (99%) (1,142) (960) $(1,154) $ (970) Net loss per limited partnership unit $(25.87) $ (21.75) See Accompanying Notes to Consolidated Financial Statements c) ANGELES PARTNERS XIV CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 44,390 $ 1 $ 44,390 $ 44,391 Partners' deficit at December 31, 1995 44,139 $ (633) $(24,358) $(24,991) Net loss for the three months ended March 31, 1996 -- (12) (1,142) (1,154) Partners' deficit at March 31, 1996 44,139 $ (645) $(25,500) $(26,145) See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS XIV CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net loss $ (1,154) $ (970) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 615 722 Amortization of discounts, loan costs, and leasing commissions 33 64 Bad debt expense 9 20 Change in accounts: Restricted cash 4 2 Accounts receivable 14 (31) Escrows for taxes and insurance (112) (99) Other assets 35 24 Accounts payable 23 8 Tenant security deposit liabilities (5) (2) Accrued taxes 6 -- Accrued interest 670 669 Due to affiliates 65 45 Other liabilities 19 44 Net cash provided by operating activities 222 496 Cash flows from investing activities: Property improvements and replacements (20) (132) Deposits to restricted escrows (27) -- Withdrawals from restricted escrows -- 19 Net cash used in investing activities (47) (113) Cash flows from financing activities: Principal payments on notes payable (151) (144) Loan costs (41) -- Net cash used in financing activities (192) (144) Net (decrease) increase in cash (17) 239 Cash and cash equivalents at beginning of period 223 183 Cash and cash equivalents at end of period $ 206 $ 422 Supplemental disclosure of cash flow information: Cash paid for interest $ 704 $ 688 Interest on notes transferred to notes payable $ 278 $ 350 See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS XIV NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Going Concern The accompanying financial statements have been prepared assuming Angeles Partners XIV (the "Partnership") will continue as a going concern. The Partnership continues to suffer from inadequate liquidity and is in default on certain of its debt obligations due to non-payment upon maturity. Limited sources of additional financing have been identified by the Partnership. The total amount of debt in default at March 31, 1996, is $11,751,000. At March 31, 1996, Fox Crest Apartments is in default due to maturity on its non-recourse first mortgage in the amount of $6,541,000. Subsequent to March 31, 1996, the Partnership refinanced the mortgage encumbering Fox Crest Apartments. The total mortgage indebtedness, which carried a stated interest rate of 10.25%, was in default since its maturity date in August 1994. The new mortgage indebtedness of approximately $6,700,000 carries a stated interest rate of 8.00% with a balloon payment due March 12, 2003. Monthly payments of principal and interest will be approximately $56,000. The Dayton Industrial Complex contains seven buildings. The Partnership is in default on Dayton Building 45's non-recourse first mortgage in the amount of $1,035,000 due to its maturity in December 1995. In addition, Dayton Building 52's non-recourse first mortgage in the amount of $1,040,000, which matured December 1995, was extended through May 8, 1996. Subsequent to March 31, 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial Complex for $2,650,000 and $1,637,000, respectively. Due to significant debt secured by these properties, there will be no proceeds available to the Partnership. The Partnership is investigating the possibility of selling some or all of the remaining buildings at Dayton Industrial Complex. The unsecured indebtedness to AMIT, in the amount of $4,175,000, is in default due to maturity of the notes. In 1995 AMIT brought suit against the Partnership to protect its interest in $1,175,000 of this indebtedness. The Partnership is contemplating granting to AMIT a security interest in the general partnership which owns the Waterford Square Apartments, as security for the $1,175,000 of AMIT indebtedness. The Partnership is contemplating granting AMIT a security interest in the beneficiary interest in the trust which owns the Fox Crest Apartments, as security for $3,000,000 of the AMIT indebtedness. In return for granting the aforementioned interests, the Partnership is seeking to have the defaults cleared on the $1,175,000 and $3,000,000 of indebtedness. The mortgage secured by Waterford Square Apartments and guaranteed by HUD is current and is not in default. The Managing General Partner anticipates sufficient cash flow to be generated by the properties over the next twelve months to meet all non-debt related operating expenses. Note A - Going Concern (continued) As a result of the above, there is substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from these uncertainties. Note B - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(B) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following expenses owed to the Managing General Partner and affiliates during the three months ended March 31, 1996 and 1995, were paid or accrued: 1996 1995 (in thousands) Property management fees $91 $99 Reimbursement for services of affiliates (total of $829,000 accrued at March 31, 1996) 66 44 Note C - Transactions with Affiliated Parties (continued) The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which were later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner, who receives payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited partnership was organized to acquire and hold the obligations evidencing the working capital loans previously provided to the Partnership by Angeles Capital Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the Managing General Partner, was, until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a settlement of claims between affiliates of the Managing General Partner and Angeles, AAD resigned as general partner of AAP and simultaneously received a 1/2% limited partner interest in AAP. An affiliate of Angeles now serves as the general partner of AAP. These working capital loans funded the Partnership's operating deficits in prior years. Total indebtedness was $4,576,000 at March 31, 1996, with monthly interest accruing at prime plus two percent. Interest is to be paid based on excess cash flow, as defined. Principal is to be paid the earlier of i) the availability of funds, ii) the sale of one or more properties owned by the Partnership, or iii) November 25, 1997. Total interest expense for this loan was $118,000 and $121,000 for the three months ended March 31, 1996 and 1995, respectively. Interest of $1,436,000 was accrued at March 31, 1996. AMIT currently provides notes payable to the Partnership and secondary financing on one of the Partnership's investment properties. Total indebtedness of $4,500,000 was in default at March 31, 1996. Total interest expense on this financing was $255,000 and $215,000 for the three months ended March 31, 1996 and 1995, respectively. Accrued interest was $2,567,000 at March 31, 1996. Note C - Transactions with Affiliated Parties (continued) MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to receive 1.2% of the distributions of net cash distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP to vote approximately 37% of the total shares (unless and until converted to Class A Shares at which time the percentage of the vote controlled represented by the shares held by MAE GP would approximate 1.2% of the vote). Between the date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 annual meeting in connection with the election of trustees and other matters. MAE GP has not exerted and continues to decline to exert any management control over or participate in the management of AMIT. MAE GP may choose to vote these shares as it deems appropriate in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing General Partner and an affiliate of Insignia Financial Group, Inc., which provides property management and partnership administration services to the Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote approximately 1.5% of the total shares. As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B Shares owned by it. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994 (which is the date of execution of a definitive Settlement Agreement) have been paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April 14, 1995, as payment for the option. Upon exercise of the option, AMIT will remit to MAE GP an additional $94,000. Simultaneously with the execution of the option, MAE GP executed an irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to vote the Class B Shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. On these matters, MAE GP will deliver to the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to the Class B Shares instructing such trustees to vote said Class B Shares in accordance with the vote of the majority of the Class A Shares voting to be determined without consideration of the votes of "Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT. Note C - Transactions with Affiliated Parties (continued) In March 1992, the Partnership entered into an incentive management agreement with Miller-Valentine Realty, an Ohio corporation ("MV"). An affiliate of MV was the original seller of the Dayton Industrial Complex to the Partnership. Pursuant to the agreement, MV was appointed exclusive leasing agent, property manager and sales agent for these properties. As part of the agreement, MV secured the agreement of its affiliate which holds the secured mortgages on these properties to change their terms to reflect that interest on such debt will be paid only to the extent of the properties' cash flows, after payment of operating expenses and senior financing costs. Interest on the second mortgages that is not paid on a current basis will continue to accrue and will be due upon sale or refinancing of the properties. Additionally, MV has agreed to lend the Partnership up to $1,000,000 for working capital requirements of which $265,000 is outstanding at March 31, 1996. The balance of such loan proceeds will be used for capital improvements at the properties, as and when deemed appropriate and necessary by MV; payment of tenant improvements necessary for leasing space; and to cover any shortfalls in operating expenses or debt service payments. It is questionable whether MV will fund the remainder. The loan will bear interest at 10% per annum with principal and interest payments deferred until all necessary repairs, expenses and other arrearages have been fully funded and anticipated income from the properties appears sufficient so that all operating expenses, real estate taxes, and debt service can continue to be paid timely. This loan is secured by the properties and is nonrecourse to any other assets of the Partnership. MV will also attempt to refinance the properties and has secured the agreement of the holder of the second mortgages on the properties to subordinate its debt to any such refinancing. The Partnership has agreed to pay MV property management fees, leasing commissions, and financing fees and sales commissions upon the refinancing or sale of the properties. The Partnership will receive the first $3,000,000 of excess cash from operations, refinancings or sales of the properties less unrefunded arrearages. Thereafter, the agreement provides that MV shall receive, as incentive for providing property management, leasing and asset management services to the Partnership, two-thirds of the next $12,000,000 of excess cash proceeds generated by the properties. Cash in excess of $15,000,000 shall be shared equally by MV and the Partnership. The agreement contemplates that the properties will be sold at an opportune time but no later than 10 years after commencement of the agreements (March 2, 1992). In addition, the agreement contains an option for MV to buy the properties five years after the commencement date of the agreement. The Managing General Partner does not anticipate that there will be any proceeds available to the Partnership. Should the Partnership elect not to sell, it would be obligated to purchase MV's incentive interest based on the offered purchase price. The Partnership intends to maintain ownership of the Dayton properties only as long as they are under the management of MV. There is no certainty as to the future of the Dayton properties otherwise. Note D - Subsequent Events Subsequent to March 31, 1996, the Partnership refinanced the mortgage encumbering Fox Crest Apartments. The total mortgage indebtedness, which carried a stated interest rate of 10.25%, was in default since its maturity date in August 1994. The new mortgage indebtedness of $6,700,000 carries a stated interest rate of 8.00%, with a balloon payment due March 12, 2003. In addition, subsequent to March 31, 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial Complex for $2,650,000 and $1,637,000, respectively. Due to significant debt secured by these properties, there will be no proceeds available to the Partnership. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of two apartment complexes and one commercial property. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Average Occupancy Property 1996 1995 Waterford Square Apartments (1) Huntsville, Alabama 85% 88% Fox Crest Apartments (1) Waukegan, Illinois 91% 97% Dayton Industrial Complex (2) Dayton, Ohio 84% 90% (1) Waterford Square Apartments and Fox Crest Apartments had a decrease in occupancy due to attractive interest rates for home buyers and a soft rental market in the area. (2) Dayton Industrial Complex's occupancy decreased due to several tenants vacating. The efforts by MV to release this space have not been successful. The Partnership realized a net loss of $1,154,000 for the three months ended March 31, 1996, versus a net loss of $970,000 for the three months ended March 31, 1995. This increased loss is due, in part, to decreased revenues as a result of the sale of Building 47 in the Dayton Industrial Complex on August 31, 1995. Rental income and other income for the period ended March 31, 1996, as compared to the period ended March 31, 1995, decreased primarily due to the aforementioned sale. In addition, the rental income at Fox Crest Apartments decreased due to lower occupancy and a slight reduction in rental rates. The sale of Building 47 also contributed to a decrease in operating and depreciation expense. Maintenance and general and administrative expense increased for the period ended March 31, 1996. Increased partnership cost reimbursements and the purchase of an officers' insurance policy contributed to the increase in general and administrative expense. Maintenance expense increased at the Dayton Industrial Complex due to increased snow removal costs, window repairs and painting. The decrease in interest expense resulting from the sale of Building 47 was offset by an increase in Partnership debt as interest was added to principal. Also, while the sale resulted in a decrease in property tax expense, this decrease was offset by an increase in property tax expense at the Partnership's remaining Dayton properties. The Managing General Partner continues to monitor the rental market environment at its investment properties to assess the feasibility of increasing rents, to maintain or increase the occupancy level and to protect the Partnership from increases in expense. The Managing General Partner expects to be able, at a minimum, to continue protecting the Partnership from inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, rental concessions and rental reductions needed to offset softening market conditions could affect the ability to sustain this plan. At March 31, 1996, the Partnership had unrestricted cash of $206,000 compared to $422,000 at March 31, 1995. Net cash provided by operating activities decreased due in large part to a greater net loss at March 31, 1996. Net cash used in investing activities decreased due to fewer property improvements and replacements. Net cash used in financing activities increased as a result of loan costs incurred as a result of the Managing General Partner's negotiations to refinance the mortgage which encumbers the Waterford Square Apartments investment property. The accompanying financial statements have been prepared assuming the Partnership will continue as a going concern. The Partnership continues to suffer from inadequate liquidity and is in default on certain of its debt obligations due to non-payment upon maturity. Limited sources of additional financing have been identified by the Partnership. The total amount of debt in default at March 31, 1996, is $11,751,000. At March 31, 1996, Fox Crest Apartments is in default due to maturity on its non-recourse first mortgage in the amount of $6,541,000. Subsequent to March 31, 1996, the Partnership refinanced the mortgage encumbering Fox Crest Apartments. The total mortgage indebtedness, which carried a stated interest rate of 10.25%, was in default since its maturity date in August 1994. The new mortgage indebtedness of approximately $6,700,000 carries a stated interest rate of 8.00%, with a balloon payment due March 12, 2003. The Dayton Industrial Complex contains seven buildings. The Partnership is in default on Dayton Building 45's non-recourse first mortgage in the amount of $1,035,000 due to maturity in December 1995. In addition, Dayton Building 52's non-recourse first mortgage in the amount of $1,040,000, which matured December 1995, was extended through May 8, 1996. Subsequent to March 31, 1996, the Partnership sold Buildings 45 and 52 of the Dayton Industrial Complex for $2,650,000 and $1,637,000, respectively. Due to significant debt secured by these properties, there will be no proceeds available to the Partnership. The Partnership is investigating the possibility of selling some or all of the remaining buildings at Dayton Industrial Complex. The unsecured indebtedness to AMIT, in the amount of $4,175,000, is in default due to maturity of the notes. In 1995 AMIT brought suit against the Partnership to protect its interest in $1,175,000 of this indebtedness. The Partnership is contemplating granting to AMIT a security interest in the general partnership which owns the Waterford Square Apartments, as security for the $1,175,000 of AMIT indebtedness. The Partnership is contemplating granting AMIT a security interest in the beneficiary interest in the trust which owns the Fox Crest Apartments, as security for $3,000,000 of the AMIT indebtedness. In return for granting the aforementioned interests, the Partnership is seeking to have the defaults cleared on the $1,175,000 and $3,000,000 of indebtedness. The mortgage secured by Waterford Square Apartments and guaranteed by HUD is current and is not in default. The Managing General Partner anticipates sufficient cash flow to be generated by the properties over the next twelve months to meet all non-debt related operating expenses. As a result of the above, there is substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from these uncertainties. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On December 11, 1995, AMIT filed a breach of contract action with respect to a $1,300,000 (original face amount) promissory note issued by it on April 1, 1991, to the Partnership. The Partnership defaulted on its repayment obligations in June 1993, whereupon the property which secured the note was foreclosed upon. A default judgment in the amount of $1,775,000 has been sought as a result of this action. Subsequently, however, negotiations have resulted in a tentative agreement to resolve this matter. Such agreement is expected to be executed during 1996. MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to receive 1.2% of the distributions of net cash distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP to vote approximately 37% of the total shares (unless and until converted to Class A Shares at which time the percentage of the vote controlled represented by the shares held by MAE GP would approximate 1.2% of the vote). Between the date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 annual meeting in connection with the election of trustees and other matters. MAE GP has not exerted and continues to decline to exert any management control over or participate in the management of AMIT. MAE GP may choose to vote these shares as it deems appropriate in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing General Partner and an affiliate of Insignia Financial Group, Inc., which provides property management and partnership administration services to the Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote approximately 1.5% of the total shares. As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B Shares owned by it. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994 (which is the date of execution of a definitive Settlement Agreement) have been paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred on April 14, 1995, as payment for the option. Upon exercise of the option, AMIT will remit to MAE GP an additional $94,000. Simultaneously with the execution of the option, MAE GP executed an irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to vote the Class B Shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. On these matters, MAE GP granted to the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to the Class B Shares instructing such trustees to vote said Class B Shares in accordance with the vote of the majority of the Class A Shares voting to be determined without consideration of the votes of "Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT. The Registrant is unaware of any other pending or outstanding litigation that is not of a routine mature. The Managing General Partner of the Registrant believes that all such pending or outstanding, litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: None. b) Reports on Form 8-K: None filed during the three months ended March 31, 1996. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS XIV By: Angeles Realty Corporation II Managing General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Vice President/CAO Date: May 14, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners XIV 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000759859 ANGELES PARTNERS XIV 1,000 3-MOS DEC-31-1996 MAR-31-1996 206 0 12 59 0 0 52,920 27,553 27,348 0 47,578 0 0 0 (26,145) 27,348 0 1,880 0 0 3,034 0 1,403 (1,154) 0 (1,154) 0 0 0 (1,154) (25.87) 0 The Registrant has an unclassified balance sheet. Amount not in thousands
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