<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
------------------
Commission file number 1-12724
-----------------
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
- - -----------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 13-3398206
- - ------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
- - ----------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(301) 816-2300
- - -----------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- - -------------------------------- ---------------------------
Depositary Units of Limited American Stock Exchange
Partnership Interest
Securities registered pursuant to Section 12(g) of the Act:
NONE
- - -----------------------------------------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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>2
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
As of March 6, 1998, 8,802,091 Depositary Units of Limited Partnership
Interest were outstanding and the aggregate market value of such units held by
non-affiliates of the Registrant on such date was $123,218,858. <PAGE>
<PAGE>3
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
1997 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Business . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . 5
PART II
-------
Item 5. Market for Registrant's Securities and
Related Security Holder Matters . . . . . . 6
Item 6. Selected Financial Data . . . . . . . . . . . 8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . 9
Item 8. Financial Statements and Supplementary Data . 18
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . 18
PART III
--------
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . 19
Item 11. Executive Compensation . . . . . . . . . . . 20
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . 20
Item 13. Certain Relationships and Related Transactions. 20
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . 21
Signatures . . . . . . . . . . . . . . . . . . . . . . 24
<PAGE>4
PART I
ITEM 1. BUSINESS
Development and Description of Business
- - ---------------------------------------
Information concerning the business of American Insured Mortgage Investors
L.P.-Series 88 (the Partnership) is contained in Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations and in
Notes 1, 4, 5 and 7 of the notes to the financial statements of the Partnership.
Also see Schedule IV-Mortgage Loans on Real Estate for a summary of mortgage
investments held by the Partnership as of December 31, 1997.
Employees
- - ---------
The Partnership has no employees. The business of the Partnership is
managed by CRIIMI, Inc. (the General Partner), while its portfolio of mortgages
is managed by AIM Acquisition Partners, L.P. (the Advisor) pursuant to an
advisory agreement (the Advisory Agreement). CRIIMI, Inc. is a wholly-owned
subsidiary of CRIIMI MAE Inc. (CRIIMI MAE). CRIIMI MAE was formerly managed by
an affiliate of CRI, Inc. (CRI).
The general partner of the Advisor is AIM Acquisition Corporation (AIM
Acquisition) and the limited partners include, but are not limited to, AIM
Acquisition, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory agreement
(the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc., an
affiliate of CRI, managed the Partnership's portfolio. In connection with the
transaction in which CRIIMI MAE became a self-administered real estate
investment trust (REIT), an affiliate of CRIIMI MAE acquired the Sub-advisory
Agreement. As a result of this transaction, effective June 30, 1995, CRIIMI MAE
Services Limited Partnership, an affiliate of CRIIMI MAE, manages the
Partnership's portfolio. These transactions had no effect on the Partnership's
financial statements.
Competition
- - -----------
In disposing of mortgage investments, the Partnership competes with private
investors, mortgage banking companies, mortgage brokers, state and local
government agencies, lending institutions, trust funds, pension funds, and other
entities, some with similar objectives to those of the Partnership and some of
which are or may be affiliates of the Partnership, its General Partner, the
Advisor and their respective affiliates. Some of these entities may have
substantially greater capital resources and experience than the Partnership in
disposing of the Federal Housing Administration (FHA) insured mortgages than the
Partnership.
CRIIMI MAE and its affiliates also may serve as general partners, sponsors
or managers of real estate limited partnerships, REITS or other entities in the
future. The Partnership may attempt to dispose of mortgages at or about the
same time that one or more of the other AIM Partnerships (American Insured
Mortgage Investors L.P. - Series 84, American Insured Mortgage Investors -
Series 85, L.P., American Insured Mortgage Investors L.P. - Series 86, American
Insured Mortgage Investors L.P. - Series 88, collectively referred to herein as
AIM Partnerships) and/or other entities sponsored or managed by CRIIMI MAE, are
attempting to dispose of mortgages. As a result of market conditions that could
limit dispositions, CRIIMI MAE Services Limited Partnership and its affiliates
could be faced with conflicts of interest in determining which mortgages would
be disposed of. Both CRIIMI MAE Services Limited Partnership and CRIIMI, Inc.,
however, are subject to their fiduciary duties in evaluating the appropriate
action to be taken when faced with such conflicts.
<PAGE>5
PART I
ITEM 1. BUSINESS - Continued
Forward-Looking Statements
- - --------------------------
In accordance with the Private Securities Litigation Reform Act of 1995,
the Partnership can obtain a "Safe Harbor" for forward-looking statements by
identifying those statements and by accompanying those statements with
cautionary statements which identify factors that could cause actual results to
differ from those in the forward-looking statements. Accordingly, the following
information contains or may contain forward-looking statements: (1) information
included or incorporated by reference in this Annual Report on Form 10-K,
including, without limitation, statements made under Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, (2)
information included or incorporated by reference in future filings by the
Partnership with the Securities and Exchange Commission including, without
limitation, statements with respect to growth, projected revenues, earnings,
returns and yields on its portfolio of mortgage assets, the impact of interest
rates, costs and business strategies and plans and (3) information contained in
written material, releases and oral statements issued by or on behalf of, the
Partnership, including, without limitation, statements with respect to growth,
projected revenues, earnings, returns and yields on its portfolio of mortgage
assets, the impact of interest rates, costs and business strategies and plans.
The Partnership's actual results may differ materially from those contained in
the forward-looking statements identified above. Factors which may cause such a
difference to occur include, but are not limited to (i) regulatory and
litigation matters, (ii) interest rates, (iii) trends in the economy, (iv)
prepayment of mortgages and (v) defaulted mortgages.
ITEM 2. PROPERTIES
Although the Partnership does not own the underlying real estate, the
mortgages underlying the Partnership's mortgage investments are primarily non-
recourse first liens on the respective multifamily residential developments or
retirement homes.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Partnership is a
party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the security holders to be voted on during the
fourth quarter of 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS
Principal Market and Market Price for Units
- - -------------------------------------------
The General Partner listed the Partnership's Units for trading on the
American Stock Exchange (AMEX) on January 18, 1994, in order to provide
investment liquidity as contemplated in the Partnership's original prospectus.
The Units are traded under the symbol "AIK."
<PAGE>6
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS - Continued
The high and low bid prices for the Units as reported on AMEX for each
quarterly period in 1997 and 1996 were as follows:
1997
----
Quarter Ended High Low
------------- ------- -------
March 31, 1997 $15 $14
June 30, 1997 15 14
September 30, 1997 14 7/8 13 3/8
December 31, 1997 13 15/16 13 3/16
1996
----
Quarter Ended High Low
------------- ------- -------
March 31, 1996 $14 1/8 $12 3/4
June 30, 1996 13 5/8 12 5/8
September 30, 1996 13 3/8 12 3/4
December 31, 1996 13 7/8 13 1/8
<PAGE>7
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS - Continued
Distribution Information
- - ------------------------
Distributions per Unit, payable out of the cash flow of the Partnership,
during 1997 and 1996 were as follows:
<TABLE><CAPTION>
Distributions for the Amount of Distribution
Quarter Ended Per Unit
--------------------- ----------------------
<S> <C>
March 31, 1997 $ 0.59 (1)
June 30, 1997 0.30
September 30, 1997 1.06 (2)
December 31, 1997 0.38 (3)
---------
$ 2.33
=========
March 31, 1996 $ 0.32 (4)
June 30, 1996 0.30
September 30, 1996 0.30
December 31, 1996 0.30
---------
$ 1.22
=========
(1) This amount includes approximately $0.27 per Unit representing partial receipt of proceeds
from the assignment of Water's Edge of New Jersey and approximately $0.02 per Unit
representing proceeds from mortgage dispositions not reinvested prior to the expiration of
the reinvestment period.
(2) This amount includes approximately $0.76 per Unit representing proceeds from the
prepayment of the mortgage on Parkside Estates.
(3) This amount includes approximately $0.08 per Unit representing a curtailment on the
mortgage of Olde Mill Apartments and approximately $0.01 per Unit representing previously
undistributed accrued interest received from St. Charles Place - Phase II.
(4) This amount includes approximately $0.02 per Unit representing previously undistributed
accrued interest received from Water's Edge of New Jersey.
</TABLE>
There are no material legal restrictions upon the Partnership's present or
future ability to make distributions in accordance with the provisions of the
Partnership Agreement.
Approximate Number of Unitholders
Title of Class as of December 31, 1997
- - ----------------- -------------------------------
Depositary Units of Limited
Partnership Interest 7,200
<PAGE>8
PART II
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in thousands, except per Unit amounts)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income $ 12,167 $ 12,465 $ 13,236 $ 13,332 $ 13,644
Net (losses) gains on
mortgage dispositions/modifications (354) (378) 2,452 978 (972)
Net earnings 10,097 10,293 13,795 11,540 10,542
Net earnings per Limited
Partnership Unit - Basic (1) 1.09 1.11 1.49 1.24 1.13
Distributions per Limited
Partnership Unit (1)(2) 2.33 1.22 1.66 1.41 1.12
As of December 31,
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
Total assets $150,616 $159,554 $161,927 $154,805 $166,904
Partners' equity $146,977 $156,644 $158,806 $150,506 $161,498
(1) Calculated based upon the weighted average number of Units outstanding. See Note 2 of the notes to the financial statements of
the Partnership.
(2) Includes distributions due the Unitholders for the Partnership's fiscal quarters ended December 31, 1997, 1996, 1995, 1994 and
1993, which were paid subsequent to year end. See Notes 7 and 9 of the notes to the Partnership's financial statements
contained in Item 8, "Financial Statements and Supplementary Data."
</TABLE>
The selected statements of operations data presented above for the years
ended December 31, 1997, 1996 and 1995, and the balance sheet data as of
December 31, 1997 and 1996, are derived from and are qualified by reference to
the Partnership's financial statements which have been included elsewhere in
this Form 10-K. The statements of operations data for the years ended December
31, 1995 and 1994 and the balance sheet data as of December 31, 1996, 1995 and
1994 are derived from audited financial statements not included in this Form 10-
K. This data should be read in conjunction with the financial statements and
the notes thereto.
<PAGE>9
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- - -------
American Insured Mortgage Investors L.P. - Series 88 (the Partnership) was
formed under the Uniform Limited Partnership Act of the state of Delaware on
February 13, 1987. During the period from October 2, 1987 (the initial closing
date of the Partnership's public offering) through March 10, 1989 (the
termination date of the offering), the Partnership, pursuant to its public
offering of Units, raised a total of $177,039,320 in gross proceeds. In
addition, the initial limited partner contributed $2,500 to the capital of the
Partnership and received 125 units of limited partnership interest in exchange
therefor.
CRIIMI, Inc. (the General Partner) holds a partnership interest of 4.9%
which includes shares acquired from the former assignor limited partner.
CRIIMI, Inc. is a wholly-owned subsidiary of CRIIMI MAE Inc. (CRIIMI MAE).
AIM Acquisition Partners, L.P. (the Advisor), serves as the advisor to the
Partnership. AIM Acquisition Corporation (AIM Acquisition) is the general
partner of the Advisor and the limited partners include, but are not limited to,
AIM Acquisition, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE.
Pursuant to the terms of certain amendments to the Partnership Agreement, the
General Partner is required to obtain the consent of the Advisor prior to taking
certain significant actions which affect the management and policies of the
Partnership.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory
agreement (the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc.,
an affiliate of CRI, managed the Partnership's portfolio. In connection with
the transaction in which CRIIMI MAE became a self-administered real estate
investment trust (REIT) on June 30, 1995, an affiliate of CRIIMI MAE acquired
the Sub-advisory Agreement. As a consequence of this transaction, effective
June 30, 1995, CRIIMI MAE Services Limited Partnership manages the Partnership's
portfolio. These transactions had no effect on the Partnership's financial
statements.
Until the change in the Partnership's investment policy, as discussed
below, the Partnership was in the business of originating mortgage loans
(Originated Insured Mortgages) and acquiring mortgage loans (Acquired Insured
Mortgages, and together with Originated Insured Mortgages, referred to herein as
Insured Mortgages). As of December 31, 1997, the Partnership had invested in
either Originated Insured Mortgages which are insured or guaranteed, in whole or
in part, by the Federal Housing Administration (FHA) or Acquired Insured
Mortgages which are fully insured (as more fully described below).
The Partnership's reinvestment period expired on December 31, 1996, and the
Partnership Agreement states that the Partnership will terminate on December 31,
2021, unless previously terminated under the provisions of the Partnership
Agreement.
The Partnership is currently in the process of evaluating its information
technology infrastructure for Year 2000 compliance. The Partnership does not
expect that the cost to modify its information technology infrastructure to be
Year 2000 compliant will be material to its financial condition or results of
operations. The Partnership does not anticipate any material disruption in its
operations as a result of any failure by the Partnership to be in compliance.
The Partnership is currently evaluating the Year 2000 compliance status of its
service providers. The Partnership does not expect any non Year 2000 compliance
to cause any disruption in its operations by its service providers.
<PAGE>10
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
As of December 31, 1997, the Partnership had invested in 36 Insured
Mortgages with aggregate amortized cost, face and fair values of approximately
$141 million, $142 million, and $143 million, respectively.
Investment in Insured Mortgages
- - -------------------------------
The Partnership's investment in Insured Mortgages is comprised of
participation certificates evidencing a 100% undivided beneficial interest in
government insured multifamily mortgages issued or sold pursuant to FHA programs
(FHA-Insured Certificates), mortgage-backed securities guaranteed by GNMA (GNMA
Mortgage-Backed Securities) and FHA-insured mortgage loans (FHA-Insured Loans).
The mortgages underlying the FHA-Insured Certificates, the GNMA Mortgage-Backed
Securities and the FHA-Insured Loans are non-recourse first liens on multifamily
residential developments or retirement homes.
Payments of principal and interest on FHA-Insured Certificates and FHA-
Insured Loans are insured by the United States Department of Housing and Urban
Development (HUD) pursuant to Title 2 of the National Housing Act. Payments of
principal and interest on GNMA Mortgage-Backed Securities are guaranteed by GNMA
pursuant to Title 3 of the National Housing Act.
The following is a discussion of the Partnership's mortgage investments,
along with the risks related to each type of investment.
A. Fully Insured FHA-Insured Certificates and GNMA
Mortgage-Backed Securities
-----------------------------------------------
Listed below is the Partnership's aggregate investment in fully
insured Acquired Insured Mortgages as of December 31, 1997 and 1996:
<PAGE>11
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of:
GNMA Mortgage-Backed Securities 22 22
FHA-Insured Certificates 5 5
Amortized Cost $ 72,251,365 $ 73,722,912
Face Value 72,492,904 73,970,506
Fair Value 74,963,747 74,492,545
</TABLE>
Listed below is the Partnership's aggregate investment in fully
insured Originated Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 1 1
Amortized Cost $ 11,296,412 $ 11,356,150
Face Value 10,941,101 10,994,620
Fair Value 11,055,186 11,128,509
</TABLE>
As of March 1, 1998, all fully insured mortgages were current with
respect to the payment of principal and interest.
In February 1996, the General Partner instructed the servicer for the
mortgage on Water's Edge of New Jersey, a fully insured acquired
construction loan, to file a Notice of Default and an Election to Assign
the mortgage with the Department of Housing and Urban Development (HUD).
The property underlying this construction loan is a nursing home located in
Trenton, New Jersey. In January 1997, AIM 88 received approximately $2.6
million from HUD. A distribution of $0.27 per Unit was declared in January
1997 and paid in May 1997. As of December 31, 1997, the Partnership had
received approximately $10.2 million from the assignment including
repayment of accrued interest. The remainder of the proceeds,
approximately $1.5 million, is included in Due from HUD and Receivables and
other assets. HUD has disallowed approximately $1.5 million of the
assignment claim. The servicer is currently negotiating with HUD in regard
to collection of the disallowed portion of the claim. The General Partner
believes that the allowance for loan losses is sufficient to provide for
amounts not recovered from the servicer.
In May 1997, the Partnership received approximately $778,000 in a
principal curtailment made on the mortgage on Olde Mill Apartments. These
proceeds of $0.08 per Unit were declared as part of the November 1997
distribution and were paid in February 1998.
During August 1997, the mortgage on Parkside Estates was prepaid. The
Partnership received net proceeds of approximately $7.1 million and
recognized a gain of approximately $20,700 on this prepayment. A
distribution of $0.76 per Unit related to this prepayment was declared in
September 1997 and was paid in November 1997.
<PAGE>12
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
In February 1998, the Partnership received approximately $1.7 million
in net proceeds from the prepayment of the mortgage on Northpoint
Apartments. These proceeds of $0.19 per Unit were declared as part of the
February 1998 distribution and is expected to be distributed in May 1998.
B. Coinsured FHA-Insured Certificates
----------------------------------
Under the HUD coinsurance program, both HUD and the coinsurance lender
are responsible for paying a portion of the insurance benefits if a
mortgagor defaults and the sale of the development collateralizing the
mortgage produces insufficient net proceeds to repay the mortgage
obligation. In such cases, the coinsurance lender will be liable to the
Partnership for the first part of such loss in an amount up to 5% of the
outstanding principal balance of the mortgage as of the date foreclosure
proceedings are instituted or the deed is acquired in lieu of foreclosure.
For any loss greater than 5% of the outstanding principal balance, the
responsibility for paying the insurance benefits will be borne on a
pro-rata basis, 85% by HUD and 15% by the coinsurance lender.
While the Partnership is due payment of all amounts owed under the
mortgage, the coinsurance lender is responsible for the timely payment of
principal and interest to the Partnership. The coinsurance lender is
prohibited from entering into any workout arrangement with the borrower
without the Partnership's consent and must file a claim for coinsurance
benefits with HUD, upon default, if the Partnership so directs. As an
ongoing HUD-approved coinsurance lender, and under the terms of the
participation documents, the coinsurance lender is required to satisfy
certain minimum net worth requirements as set forth by HUD. However, it is
possible that the coinsurance lender's potential liability for loss on
these developments, and others, could exceed its HUD-required minimum net
worth. In such case, the Partnership would bear the risk of loss if the
coinsurance lenders were unable to meet their coinsurance obligations. In
addition, HUD's obligation for the payment of its share of the loss could
be diminished under certain conditions, such as the lender not adequately
pursuing regulatory violations of the borrower or the failure to comply
with other terms of the mortgage. However, the General Partner is not
aware of any conditions or actions that would result in HUD diminishing its
insurance coverage.
As of December 31, 1997 and 1996, the Partnership held investments in
three coinsured FHA-Insured Certificates secured by coinsured mortgages.
One of these coinsured mortgage investments, the mortgage on St. Charles
Place - Phase II, is coinsured by The Patrician Mortgage Company
(Patrician), an unaffiliated third party coinsurance lender under the HUD
coinsurance program. As of December 31, 1997, and 1996, the remaining two
FHA-Insured Certificates are coinsured by Integrated Funding, Inc. (IFI),
an affiliate of the Partnership, and are discussed below.
1. Coinsured by third party
------------------------
St. Charles Place - Phase II is a 156-unit apartment complex located
in Miramar, Florida. Listed below is the Partnership's investment in
the St. Charles Place - Phase II mortgage as of December 31, 1997 and
1996. These amounts represent the Partnership's approximate 55%
ownership interest in the mortgage. The remaining 45% ownership
interest is held by American Insured Mortgage Investors L.P. - Series
86 (AIM 86), an affiliate of the Partnership.
<PAGE>13
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Amortized Cost $ 3,710,287 $ 3,730,991
Face Value 3,710,287 3,730,991
Fair Value 3,484,715 3,527,521
</TABLE>
As of March 1, 1998, the mortgagor had made payments of principal and
interest due to the Partnership on the mortgage through November 1995.
Patrician is litigating the case in bankruptcy court while pursuing
negotiations on a modification agreement with the borrower.
The General Partner intends to continue to oversee the Partnership's
interest in this mortgage investment to ensure that Patrician meets
its coinsurance obligations. The General Partner's assessment of the
realizability of the carrying value of the St. Charles Place-Phase II
mortgage is based on the most recent information available, and to the
extent these conditions change or additional information becomes
available, the General Partner's assessment may change. However, the
General Partner does not believe that there would be a material
adverse impact on the Partnership's financial condition or its results
of operations should Patrician be unable to comply with its full
coinsurance obligation.
2. Coinsured by affiliate
----------------------
As of December 31, 1997 and 1996, the Partnership held investments in
two FHA-Insured Certificates secured by coinsured mortgages, where the
coinsurance lender is IFI. These investments were made on behalf of
the Partnership by the former managing general partner. As structured
by the former managing general partner, with respect to these
mortgages, the Partnership bears the risk of loss upon default for
IFI's portion of the coinsurance loss on these mortgage investments.
<PAGE>14
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
Fair Amortized Face Fair Amortized Face
Mkt. Value Cost Value Mkt. Value Cost Value
----------- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
The Breakers at Golf
Mill(1)(2) $20,873,845 $ 22,309,235 $ 22,309,236 $21,084,011 $ 22,492,106 $ 22,492,106
Summerwind Apts.-Phase
II(1)(2) 8,809,008 7,959,366 9,378,179 8,928,581 8,000,581 9,442,628
----------- ------------ ------------ ----------- ------------ ----------
$29,682,853 $ 30,268,601 $ 31,687,415 $30,012,592 $ 30,492,687 $ 31,934,734
=========== ============ ============ =========== ============ ============
(1) As of March 1, 1998, the mortgagor was current with respect to payment of principal and interest on this mortgage.
(2) There were no loan losses recognized for the years ended, 1997 and 1996. The cumulative loan losses recognized in prior years
were $980,000 for The Breakers at Golf Mill, and $1,511,743 for Summerwind Apartments - Phase II.
</TABLE>
C. FHA-Insured Loans
-----------------
Listed below is the Partnership's aggregate investment in fully
insured Originated Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 3(1) 4
Amortized Cost $ 22,609,310 $ 29,746,073
Face Value 22,213,954 29,163,152
Fair Value 22,428,570 29,712,245
(1) During August 1997, the mortgage on Parkside Estates was prepaid. The
Partnership received net proceeds of approximately $7.1 million and recognized a
gain of approximately $20,700 on this prepayment. A distribution of $0.76 per
Unit related to this prepayment was declared in September 1997 and was paid in
November 1997.
</TABLE>
Listed below is the Partnership's aggregate investment in fully
insured Acquired Insured Mortgages as of December 31, 1997 and 1996:
<TABLE><CAPTION>
December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 2 2
Amortized Cost $ 1,094,502 $ 1,129,575
Face Value 1,091,827 1,126,731
Fair Value 1,107,188 1,173,057
</TABLE>
<PAGE>15
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
As of March 1, 1998, all of the Partnership's FHA-Insured Loans were
current with respect to the payment of principal and interest.
All of the FHA-Insured Loans contain Participations. During the years
ended December 31, 1997, 1996 and 1995, the Partnership received additional
interest of $134,769, $63,045 and $46,581, respectively, from the FHA-
Insured Loans which contain Participations. These amounts are included in
mortgage investment income on the accompanying statements of operations.
Results of Operations
---------------------
1997 versus 1996
----------------
Net earnings decreased for 1997 as compared to 1996 primarily as a result
of a decrease in the mortgage asset base.
Mortgage investment income decreased for 1997 as compared to 1996. This
decrease was primarily due to the prepayment of the mortgage on Parkside
Estates and a principal curtailment on the mortgage on Olde Mill
Apartments, as discussed previously, as well as the normal amortization of
the mortgage base.
Interest and other income increased slightly for 1997 as compared to 1996.
This increase was primarily due to the temporary investment of proceeds
from mortgage prepayments.
Net realized gains on mortgage dispositions and modifications increased for
1997 as compared to 1996. Gains or losses on mortgage dispositions and
modifications are based on the number, carrying amounts and proceeds of
mortgage investments disposed of during the period. During 1997, the
Partnership incurred gains on mortgage dispositions and modifications of
approximately $21,000 related to the prepayment of the mortgage on Parkside
Estates. This compares to losses recognized in 1996 of approximately
$378,000 related to the prepayment of the mortgage on Harbor View Estates,
the partial settlement of the coinsurance claim in Water's Edge of New
Jersey and the modification of the mortgage on Turn at Gresham.
Additionally, during 1997, the Partnership provided $375,000 to reserve for
possible losses on its portfolio.
1996 versus 1995
----------------
Net earnings decreased for 1996 as compared to 1995 primarily as a result
of a reduction in net gains on mortgage dispositions and modifications, as
discussed below. Also contributing to this decrease were decreases in
mortgage investment income and interest and other income, as discussed
below.
Mortgage investment income decreased for 1996 as compared to 1995. This
decrease was primarily due to the timing of the reinvestment of net
proceeds from the May 1996 assignment of the Water's Edge of New Jersey
mortgage. Additionally, the participation agreement with The Breakers at
Golf Mill was terminated effective March 1, 1995, therefore Participations
received by the Partnership decreased from $133,120 in 1995 to $21,902 in
1996.
Interest and other income decreased for 1996 as compared to 1995. This
decrease was primarily due to interest earned on claim proceeds from
Hazeltine Shores and Pinewood Park Apartments during 1995.
<PAGE>16
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
General and administrative expenses decreased for 1996 as compared to 1995.
This decrease was primarily the result of non-recurring professional fees
in connection with the disposition of certain mortgages in 1995, as well as
a decrease in service fee expense as a result of the reduction in the
mortgage base.
Net gains on mortgage dispositions and modifications decreased for 1996 as
compared to 1995. Gains or losses on mortgage dispositions and
modifications are based on the number, carrying amounts and proceeds of
mortgage investments disposed of during the period. During 1996, the
Partnership incurred losses on mortgage dispositions and modifications of
approximately $378,000 related to the prepayment of the mortgage on Harbor
View Estates, the partial settlement of the coinsurance claim on Water's
Edge of New Jersey and the modification of the mortgage on Turn at Gresham.
This compares to gains recognized in 1995 of approximately $2.3 million
related to the settlement of the coinsurance claims on Pinewood Park
Apartments and Hamlet at Cobb's Landing, and to a gain of approximately
$140,000 in connection with the prepayment of the mortgage on Gilbert
Greens Apartments.
Liquidity and Capital Resources
-------------------------------
The Partnership's operating cash receipts, derived from payments of
principal and interest on Insured Mortgages, plus cash receipts from
interest on short-term investments, were sufficient for the years ended
December 31, 1997, 1996 and 1995 to meet operating requirements.
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions, if any, and cash flow from operations, which
includes regular interest income and principal from Insured Mortgages.
Although the Insured Mortgages yield a fixed monthly mortgage payment once
purchased, the cash distributions paid to the Unitholders will vary during
each quarter due to (1) the fluctuating yields in the short-term money
market where the monthly mortgage payments received are temporarily
invested prior to the payment of quarterly distributions, (2) the reduction
in the asset base and monthly mortgage payments due to monthly mortgage
payments received or mortgage dispositions, (3) variations in the cash flow
attributable to the delinquency or default of Insured Mortgages and
professional fees and foreclosure and acquisition costs incurred in
connection with those Insured Mortgages and (4) variations in the
Partnership's operating expenses.
Cash flow - 1997 versus 1996
----------------------------
Net cash provided by operating activities decreased for 1997 as compared to
1996 primarily due to a decrease in the mortgage asset base.
Net cash provided by investing activities increased for 1997 as compared to
1996 primarily due to the expiration of the reinvestment period as of
December 31, 1996, thereby resulting in no mortgage acquisitions in 1997.
Net cash used in financing activities increased for 1997 as compared to
1996 due to an increase in distributions paid to partners as a result of
special distributions and capital gains in connection with the disposition
of the mortgages on Water's Edge of New Jersey and Parkside Estates, and
the principal curtailment on Olde Mill Apartments.
<PAGE>17
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
Cash flow - 1996 versus 1995
----------------------------
Net cash provided by operating activities decreased for 1996 as compared to
1995 primarily due to a decrease in net earnings in 1996 as a result of a
decrease in mortgage investment income and interest and other income, as
discussed above. Also contributing to the decrease was an increase in
receivables and other assets during 1996 as a result of the assignment of
the mortgage on Water's Edge of New Jersey.
Net cash provided by investing activities decreased for 1996 as compared to
1995 primarily due to an increase in the acquisition of Acquired Insured
Mortgages from approximately $7.6 million in 1995 to approximately $9.4
million in 1996. This decrease was also due to a reduction in proceeds
from mortgage dispositions and modifications from approximately $9.3
million in 1995 to approximately $8.6 million in 1996.
Net cash used in financing activities decreased for 1996 as compared to
1995 primarily due to a decrease in distributions paid to partners as a
result of special distributions related to the receipt of previously
undistributed accrued interest and capital gain in connection with the
disposition of the mortgages on Hazeltine Shores, Pinewood Park Apartments
and Hamlet at Cobb's Landing during the first three quarters of 1995.
New Accounting Standards
------------------------
In February 1997, FASB issued SFAS No. 128 "Earnings per Share" ("FAS
128"). FAS 128 changes the requirements for the calculation and disclosure
of earnings per share. The Partnership is required to present basic net
earnings per limited partnership unit as opposed to net earnings per
limited partnership unit. However, the computational differences between
FAS 128 and the prior accounting standard do not impact the Partnership.
FAS 128 has been applied to the year ended December 31, 1997, and all prior
periods.
During 1997 FASB issued SFAS No. 129 "Disclosure of Information about
Capital Structure" ("FAS 129"). FAS 129 continues the existing
requirements to disclose the pertinent rights and privileges of all
securities other than ordinary common stock but expands the number of
companies subject to portions of its requirements. The Partnership's
disclosures comply with the requirements of this statement.
During 1997 FASB issued SFAS No. 130 "Reporting Comprehensive Income" ("FAS
130"). FAS 130 states that all items that are required to be recognized
under accounting standards as components of comprehensive income are to be
reported in a separate statement of income. This would include net income
as currently reported by the Partnership adjusted for unrealized gains and
losses related to the Partnership's mortgages accounted for as "available
for sale". FAS 130 is effective for years beginning on or after December
15, 1997.
During 1997, FASB issued SFAS 131 "Disclosures about Segments of an
Enterprise and Related Information" ("FAS 131"). FAS 131 establishes
standards for the way that public business enterprises report information
about operating segments and related disclosures about products and
services, geographical areas and major customers. FAS 131 is effective for
years beginning on or after December 15, 1997.
<PAGE>18
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained on pages 28 through 58.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
<PAGE>19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a),(b),(c),(e)
The Partnership has no officers or directors. CRIIMI, Inc. (the General
Partner) holds a Partnership interest of 4.9%. The affairs of the Partnership
are managed by the General Partner, which is wholly owned by CRIIMI MAE, a
Partnership whose shares are listed on the New York Stock Exchange. Prior to
June 30, 1995, CRIIMI MAE was managed by an advisor whose general partner is
CRI. However, effective June 30, 1995, CRIIMI MAE became a self-administered
REIT, and, as a result, the advisor no longer advises CRIIMI MAE.
AIM Acquisition Partners, L.P. (the Advisor) serves as the advisor of the
Partnership. AIM Acquisition is the general partner of the Advisor and the
limited partners include, but are not limited to, AIM Acquisition, The Goldman
Sachs Group, L.P, Broad, Inc. and CRIIMI MAE. Pursuant to the terms of certain
amendments to the Partnership Agreement, the General Partner is required to
receive the consent of the Advisor prior to taking certain significant actions
which affect the management and policies of the Partnership.
The General Partner is also the general partner of AIM 84 (American Insured
Mortgage Investors L.P. - Series 84, referred to herein as AIM 84), AIM 85
(American Insured Mortgage Investors L.P. - Series 85, referred to herein as AIM
85) and AIM 86 (American Insured Mortgage Investors L.P. - Series 86, referred
to herein as AIM 86), limited partnerships with investment objectives similar to
those of the Partnership.
(d) There is no family relationship between any of the officers and
directors of the General Partner.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
Not applicable.
(h) Based solely on its review of Forms 3 and 4 and amendments
thereto furnished to the Partnership, and written representations
from certain reporting persons that no Form 5s were required for
those persons, the Partnership believes that all reporting
persons have filed on a timely basis Forms 3, 4 and 5 as required
in the fiscal year ended December 31, 1997.
<PAGE>20
PART III
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
Note 9 of the notes to the Partnership's financial statements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1997, no person was known by the Partnership to be the
beneficial owner of more than 5% of the outstanding Units of the Partnership.
As of December 31, 1997, neither the officers and directors, as a group, of
the General Partner nor any individual director of the General Partner, are
known to own more than 1% of the outstanding Units of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
(a) Transactions with management and others.
Note 9 of the notes to the Partnership's financial statements, which
contains a discussion of the amounts, fees and other compensation paid
or accrued by the Partnership to the directors and executive officers of
the General Partner and their affiliates, is incorporated herein by
reference.
(b) Certain business relationships.
Other than as set forth in Item 11 of this report which is incorporated
herein by reference, the Partnership has no business relationship with
entities of which the former general partners or the current General
Partner of the Partnership are officers, directors or equity owners.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
<PAGE>21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements:
Page
Description Number
----------- ------
Balance Sheets as of December 31, 1997
and 1996 27
Statements of Operations for the years ended
December 31, 1997, 1996 and 1995 29
Statements of Changes in Partners' Equity for
the years ended December 31, 1997, 1996 and
1995 30
Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 32
Notes to Financial Statements 33
(a)(2) Financial Statement Schedules:
IV - Mortgage Loans on Real Estate
All other schedules have been omitted because they are inapplicable,
not required, or the information is included in the Financial
Statements or Notes thereto.
(a)(3) Exhibits:
3. Certificate of Limited Partnership is incorporated by reference to
Exhibit 4(a) to Amendment No. 1 to the Partnership's Registration
Statement on Form S-11 (No. 33-12479) filed with the Commission on
June 10, 1987.
4. Agreement of Limited Partnership, incorporated by reference to
Exhibit 3 to the Post-Effective Amendment No. 1 to the Partnership's
Registration Statement on Form S-11 (No. 33-12479) filed with the
Commission on March 8, 1988 (such Amendment is referred to
hereinbelow as Post-Effective Amendment No.1).
4.1 Material Amendments to Agreement of Limited Partnership are
incorporated by reference to Exhibit 3(a) to Post-Effective
Amendment No.1.
4.2 Amendment to the Amended and Restated Agreement of Limited
Partnership of the Partnership dated February 12, 1990.
10 Escrow Agreement is incorporated by reference to Exhibit 10(a) to
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1987.
10.1 Origination and Acquisition Services Agreement is incorporated by
reference to Exhibit 10(b) to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1987.
<PAGE>22
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K - Continued
10.2 Management Services Agreement is incorporated by reference to
Exhibit 10(c) to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1987.
10.3 Disposition Services Agreement is incorporated by reference to
Exhibit 10(d) to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1987.
10.4 Agreement among the former managing general partner, the former
associate general partner and Integrated Resources, Inc. is
incorporated by reference to Exhibit 10(e) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1987.
10.5 Reinvestment Plan is incorporated by reference to Exhibit 10(f) to
Post- Effective Amendment No. 1.
10.6 Mortgagor-Participant Agreement, Mortgage Assignment of Rents and
Security Agreement and Mortgage Note with respect to The Breakers
(sometimes also referred to as the Niles Senior Lifestyle Community)
is incorporated by reference to Exhibit 10(g) to Post-Effective
Amendment No. 1.
10.7 Mortgagor-Mortgagee Agreement, Mortgage Note and Mortgage with
respect to the Arlington development is incorporated by reference to
Exhibit 10(h) to Post-Effective Amendment No. 1.
10.8 Pages A-1 - A-5 of the Partnership Agreement of Registrant,
incorporated by reference to Exhibit 28 to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.9 Purchase Agreement among AIM Acquisition, the former managing
general partner, the former corporate general partner, IFI and
Integrated dated as of December 13, 1990, as amended January 9,
1991, incorporated by reference to Exhibit 28(a) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1990.
10.10 Purchase Agreement among CRIIMI, Inc., AIM Acquisition, the former
managing general partner, the former corporate general partner, IFI
and Integrated dated as of December 13, 1990 and executed as of
March 1, 1991, incorporated by reference to Exhibit 28(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1990.
10.11 Amendments to Partnership Agreement dated August 13, 1991.
Incorporated by reference to Exhibit 28(c) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1991.
10.12 Sub-management Agreement by and between AIM Acquisition and CRI/AIM
Management, Inc., dated as of March 1, 1991, incorporated by
reference to Exhibit 28(e) the Partnership's Annual Report on Form
10-K for the year ended December 31, 1992.
10.13 Expense Reimbursement Agreement by Integrated Funding Inc. and the
AIM Funds, effective December 31, 1992, incorporated by reference to
Exhibit 28(f) to the Partnership's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
<PAGE>23
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K - Continued
10.14 Non-negotiable promissory note from American Insured Mortgage
Investors L.P. - Series 85 in the amount of $319,074.67 dated April
1, 1994, incorporated by reference to Exhibit 10(p) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1994.
10.15 Non-negotiable promissory note from American Insured Mortgage
Investors L.P. - Series 86 in the amount of $478,612.00 dated April
1, 1994, incorporated by reference to Exhibit 10(q) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1994.
10.16 Amendment to Reimbursement Agreement by Integrated Funding, Inc. and
the AIM Funds, effective April 1, 1994, incorporated by reference to
Exhibit 10(r) to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1994.
10.17 Second Amendment to Reimbursement Agreement by Integrated Funding,
Inc. and the AIM Funds, effective April 1, 1997, (filed herewith).
10.18 Non-negotiable promissory note from American Insured Mortgage
Investors, L.P. - Series 86, in the amount of $658,486 dated April
1, 1997, (filed herewith).
27. Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K filed during the last quarter of the fiscal
year: None.
All other items are not applicable.
<PAGE>24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN INSURED MORTGAGE
INVESTORS L.P. - SERIES 88
(Registrant)
By:CRIIMI, Inc.
General Partner
March 23, 1998 /s/ William B. Dockser
- - --------------------------- -------------------------
DATE William B. Dockser
Chairman of the Board and
Principal Executive Officer
March 23, 1998 /s/ H. William Willoughby
- - --------------------------- -------------------------
DATE H. William Willoughby
President and Director
March 23, 1998 /s/ Cynthia O. Azzara
- - --------------------------- -------------------------
DATE Cynthia O. Azzara
Principal Financial and
Accounting Officer
March 23, 1998 /s/ Garrett G. Carlson, Sr.
- - --------------------------- --------------------------
DATE Garrett G. Carlson, Sr.
Director
March 23, 1998 /s/ Larry H. Dale
- - --------------------------- -------------------------
DATE Larry H. Dale
Director
March 23, 1998 /s/ G. Richard Dunnells
- - --------------------------- -------------------------
DATE G. Richard Dunnells
Director
March 23, 1998 /s/ Robert Merrick
- - --------------------------- -------------------------
DATE Robert Merrick
Director<PAGE>
<PAGE>25
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
Financial Statements as of December 31, 1997 and 1996
and for the Years Ended December 31, 1997, 1996 and 1995
<PAGE>26
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
American Insured Mortgage Investors L.P. - Series 88:
We have audited the accompanying balance sheets of American Insured
Mortgage Investors L.P. - Series 88 (the Partnership) as of December 31, 1997
and 1996 and the related statements of operations, changes in partners' equity
and cash flows for the years ended December 31, 1997, 1996 and 1995. These
financial statements and the schedule referred to below are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements and the schedule 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
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 financial position of the Partnership as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years ended December 31, 1997, 1996 and 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule IV-Mortgage Loans on Real
Estate as of December 31, 1997 is presented for purposes of complying with the
Securities and Exchange Commission's rules and regulations and is not a required
part of the basic financial statements. The information in this schedule has
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Washington, D.C.
March 23, 1998
<PAGE>27
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
As of December 31,
1997 1996
------------ ------------
<S> <C> <C>
Investment in FHA-Insured Certificates
and GNMA Mortgage-Backed
Securities, at fair value:
Acquired insured mortgages $ 74,963,747 $ 74,492,545
Originated insured mortgages 44,222,754 44,668,622
------------ ------------
119,186,501 119,161,167
Investment in FHA-Insured Loans,
at amortized cost, net of unamortized
discount and premium:
Originated insured mortgages 22,609,310 29,746,073
Acquired insured mortgages 1,094,502 1,129,575
------------ ------------
23,703,812 30,875,648
Due from HUD 663,410 3,221,611
Cash and cash equivalents 2,721,306 1,918,341
Investment in affiliates 1,281,884 1,177,774
Notes receivable from affiliates
and due from affiliates 728,684 797,687
Receivables and other assets 2,330,128 2,402,130
------------ ------------
Total assets $150,615,725 $159,554,358
============ ============
<PAGE>28
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
LIABILITIES AND PARTNERS' EQUITY
Distributions payable $ 3,517,134 $ 2,776,685
Accounts payable and accrued expenses 121,331 133,484
------------ ------------
Total liabilities 3,638,465 2,910,169
------------ ------------
Commitments and contingencies
Partners' equity:
Limited partners' equity 147,475,554 158,381,944
General partner's deficit (1,539,380) (977,432)
Less: Repurchased Limited Partnership
Units - 50,000 Units (618,750) (618,750)
Net unrealized losses on investment
in FHA-Insured Certificates and GNMA
Mortgage-Backed Securities (1,902,187) (2,240,839)
Net unrealized gains on investment in
FHA-Insured Certificates and GNMA
Mortgage-Backed Securities 3,562,023 2,099,266
------------ ------------
Total partners' equity 146,977,260 156,644,189
------------ ------------
Total liabilities and
partners' equity $150,615,725 $159,554,358
============ ============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>29
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the years ended December 31,
1997 1996 1995
----------- ----------- ------------
<S> <C> <C> <C>
Income:
Mortgage investment income $11,892,090 $12,229,747 $12,524,904
Interest and other income 274,652 235,386 710,734
----------- ----------- -----------
12,166,742 12,465,133 13,235,638
----------- ----------- -----------
Expenses:
Asset management fee to related parties 1,469,320 1,503,297 1,493,283
General and administrative 245,921 291,178 399,681
----------- ----------- -----------
1,715,241 1,794,475 1,892,964
----------- ------------ -----------
Earnings before gains (losses) on
mortgage dispositions/modifications 10,451,501 10,670,658 11,342,674
Gains on mortgage dispositions/modifications 20,746 -- 2,452,221
Losses on mortgage dispositions/modifications -- (377,900) --
Provision for loss (375,000) -- --
----------- ----------- -----------
Net earnings $10,097,247 $10,292,758 $13,794,895
=========== =========== ===========
Net earnings allocated to:
Limited partners - 95.1% $ 9,602,482 $ 9,788,413 $13,118,945
General partner - 4.9% 494,765 504,345 675,950
----------- ----------- -----------
$10,097,247 $10,292,758 $13,794,895
=========== =========== ===========
Net earnings per Limited
Partnership Unit
outstanding - Basic $ 1.09 $ 1.11 $ 1.49
=========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>30
AMERICAN INSURED INVESTORS L.P. - SERIES 88
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the years ended December 31, 1997, 1996 and 1995
<TABLE><CAPTION>
Unrealized Unrealized
Losses Gains
on Investment on Investment
in FHA-Insured in FHA-Insured
Repurchased Certificates Certificates
Limited and GNMA and GNMA Total
Limited General Partnership Mortgage-Backed Mortgage-Backed Partners'
Partner Partners Units Securities Securities Equity
------------ ------------- ----------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995 $ 160,824,608 $ (851,574) $ (618,750)$ (9,241,699) $ 393,579 $ 150,506,164
Net earnings 13,118,945 675,950 -- -- -- 13,794,895
Distributions paid or accrued
of $1.66 per Unit, including
return of capital of $0.17 per
Unit (14,611,471) (752,852) -- -- -- (15,364,323)
Adjustment to net unrealized gains
(losses) on investment in FHA-
Insured Certificates and
GNMA Mortgage-Backed
Securities -- -- -- 7,722,542 2,146,729 9,869,271
------------ ------------- ----------- ---------------- ---------------- -------------
Balance, December 31, 1995 159,332,082 (928,476) (618,750) (1,519,157) 2,540,308 158,806,007
Net earnings 9,788,413 504,345 -- -- -- 10,292,758
Distributions paid or accrued
of $1.22 per Unit, including
return of capital of $.11 per
Unit (10,738,551) (553,301) -- -- -- (11,291,852)
Adjustment to net unrealized gains
(losses) on investment in FHA-
Insured Certificates and
GNMA Mortgage-Backed
Securities -- -- -- (721,682) (441,042) (1,162,724)
-------------- -------------------------- ---------------- ---------------- -------------
Balance, December 31, 1996 158,381,944 (977,432) (618,750) (2,240,839) 2,099,266 156,644,189
<PAGE>31
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF CHANGES IN PARTNERS' EQUITY - Continued
For the years ended December 31, 1997, 1996 and 1995
</TABLE>
<TABLE><CAPTION>
Unrealized Unrealized
losses gains
on Investment on Investment
in FHA-Insured in FHA-Insured
Repurchased Certificates Certificates
Limited and GNMA and GNMA Total
Limited General Partnership Mortgage-Backed Mortgage-Backed Partners'
Partners Partner Units Securities Securities Equity
------------ ------------- ----------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net earnings 9,602,482 494,765 -- -- -- 10,097,247
Distributions paid or accrued
of $2.33 per Unit, including
return of capital of $1.24 per
Unit (20,508,872) (1,056,713) -- -- -- (21,565,585)
Adjustment to net unrealized gains
(losses) on investment in FHA-
Insured Certificates and
GNMA Mortgage-Backed
Securities -- -- -- 338,652 1,462,757 1,801,409
-------------- -------------- ----------- ---------------- ---------------- -------------
Balance, December 31, 1997 $ 147,475,554 $ (1,539,380) $ (618,750)$ (1,902,187) $ 3,562,023 $ 146,977,260
============== ============== =========== ================ ================ =============
Limited Partnership Units outstanding -
basic, as of December 31, 1995,
1996 and 1997 8,802,091
=============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>32
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the years ended December 31,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 10,097,247 $ 10,292,758 $ 13,794,895
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Gains on mortgage dispositions/modifications (20,746) -- (2,452,221)
Losses on mortgage dispositions/modifications -- 377,900 --
Changes in assets and liabilities:
(Increase) decrease in investment in affiliate
and due from affiliates (35,107) 11,542 88,035
(Increase) decrease in receivables and other assets (302,998) (298,420) 169,312
Decrease in accounts payable and accrued expenses (12,153) (25,608) (67,462)
Provision for loss 375,000 -- --
------------ ------------ ------------
Net cash provided by operating activities 10,101,243 10,358,172 11,532,559
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from dispositions/modifications of
Insured Mortgages 7,016,157 8,571,748 9,316,015
Investment in Acquired Insured Mortgages and advances on
construction loans -- (9,416,014) (7,687,752)
Decrease in Due from HUD 2,558,201 -- --
Payments made and treated as an addition
to Assets Held for Sale Under Coinsurance
Program/mortgage investment income
accrued/accreted on AHFS -- (37,452) (97,952)
Receipt of principal payments 1,952,500 1,037,314 929,409
------------ ------------ ------------
Net cash provided by investing activities 11,526,858 155,596 2,459,720
------------ ------------ ------------
Cash flows from financing activities:
Distributions paid to partners (20,825,136) (11,476,964) (16,474,997)
------------ ------------ ------------
Net cash used in financing activities (20,825,136) (11,476,964) (16,474,997)
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 802,965 (963,196) (2,482,718)
Cash and cash equivalents, beginning of year 1,918,341 2,881,537 5,364,255
------------- ------------ ------------
Cash and cash equivalents, end of year $ 2,721,306 $ 1,918,341 $ 2,881,537
============= ============ ============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>33
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
American Insured Mortgage Investors L.P. - Series 88 (the Partnership) was
formed under the Uniform Limited Partnership Act of the state of Delaware on
February 13, 1987.
CRIIMI, Inc. (the General Partner) holds a partnership interest of 4.9%
which includes shares acquired from the former assignor limited partner.
CRIIMI, Inc. is a wholly-owned subsidiary of CRIIMI MAE Inc. (CRIIMI MAE). From
September 6, 1991 through June 30, 1995, CRIIMI MAE was managed by an advisor
whose general partner is CRI, Inc. (CRI). However, effective June 30, 1995,
CRIIMI MAE became a self-administered real estate investment trust (REIT) and,
as a result, the advisor no longer advises CRIIMI MAE.
AIM Acquisition Partners, L.P. (the Advisor) serves as the advisor to the
Partnership. AIM Acquisition Corporation (AIM Acquisition) is the general
partner of the Advisor, and the limited partners include, but are not limited
to, AIM Acquisition, The Goldman Sachs Group, L.P., Broad, Inc., and CRIIMI MAE.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory
agreement (the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc.,
an affiliate of CRI, managed the Partnership's portfolio and directed the
acquisition and disposition of the Partnership's mortgage investments. In
connection with the transaction in which CRIIMI MAE became a self-administered
REIT, an affiliate of CRIIMI MAE acquired the Sub-advisory Agreement. As a
consequence of this transaction, effective June 30, 1995, CRIIMI MAE Services
Limited Partnership, an affiliate of CRIIMI MAE, manages the Partnership's
portfolio.
Until the change in the Partnership's investment policy, as discussed
below, the Partnership was in the business of originating mortgage loans
(Originated Insured Mortgages) and acquiring mortgage loans (Acquired Insured
Mortgages, and together with Originated Insured Mortgages, referred to herein as
Insured Mortgages). As of December 31, 1997, the Partnership had invested in
either Originated Insured Mortgages which are insured or guaranteed, in whole or
in part, by the Federal Housing Administration (FHA) or Acquired Insured
Mortgages which are fully insured (as more fully described below).
Effective September 19, 1991, the General Partner changed, at the Advisor's
recommendation, the investment policies of the Partnership to invest only in
Acquired Insured Mortgages which are fully insured or guaranteed by the Federal
National Mortgage Association, the Government National Mortgage Association
(GNMA), FHA or the Federal Home Loan Mortgage Corporation.
The Partnership's reinvestment period expired on December 31, 1996 and the
Partnership Agreement states that the Partnership will terminate on December 31,
2021, unless previously terminated under the provisions of the Partnership
Agreement. After the expiration of the reinvestment period, the Partnership is
required (subject to the conditions set forth in the Partnership Agreement) to
distribute disposition proceeds to its Unitholders.
The General Partner listed the Partnership's Units for trading on the
American Stock Exchange (AMEX) on January 18, 1994, in order to provide
investment liquidity as contemplated in the Partnership's original prospectus.
The Units are traded under the symbol "AIK."
<PAGE>34
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
--------------------
The Partnership's financial statements are prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Investment in Mortgages
-----------------------
The Partnership's investment in Insured Mortgages is comprised of
participation certificates evidencing a 100% undivided beneficial interest
in government insured multifamily mortgages issued or sold pursuant to FHA
programs (FHA-Insured Certificates), mortgage-backed securities guaranteed
by GNMA (GNMA Mortgage-Backed Securities) and FHA-insured mortgage loans
(FHA-Insured Loans). The mortgages underlying the FHA-Insured
Certificates, GNMA Mortgage-Backed Securities and FHA-Insured Loans are
non-recourse first liens on multifamily residential developments or
retirement homes.
Payments of principal and interest on FHA-Insured Certificates and
FHA-Insured Loans are insured by the United States Department of Housing
and Urban Development (HUD) pursuant to Title 2 of the National Housing
Act. Payments of principal and interest on GNMA Mortgage-Backed Securities
are guaranteed by GNMA pursuant to Title 3 of the National Housing Act.
As of December 31, 1997, the weighted average remaining term of the
Partnership's investments in GNMA Mortgage-Backed Securities and FHA-
Insured Certificates is approximately 31 years. However, the Partnership
Agreement states that the Partnership will terminate in approximately 24
years, on December 31, 2021, unless previously terminated under the
provisions of the Partnership Agreement. As the Partnership is anticipated
to terminate prior to the weighted average remaining term of the GNMA
Mortgage-Backed Securities and FHA-Insured Certificates in its portfolio,
the Partnership does not have the ability, at this time, to hold these
investments to maturity. Consequently, the General Partner believes that
the Partnership's investments in GNMA Mortgage-Backed Securities and FHA-
Insured Certificates should be included in the Available for Sale category.
Although the Partnership's investments in GNMA Mortgage-Backed Securities
and FHA-Insured Certificates are classified as Available for Sale for
financial statement purposes, the General Partner does not intend to
voluntarily sell these assets other than those which may be sold as a
result of a default.
In connection with this classification, as of December 31, 1997 and
1996, the Partnership's investments in GNMA Mortgage-Backed Securities and
FHA-Insured Certificates are recorded at fair value, with the net
unrealized gains or losses on these investments reported as a separate
component of partners' equity. Subsequent increases or decreases in the
fair value of GNMA Mortgage-Backed Securities and FHA-Insured Certificates,
classified as Available for Sale, will be included as a separate component
of partners' equity. Realized gains and losses on GNMA Mortgage-Backed
Securities and FHA-Insured Certificates, classified as Available for Sale,
will continue to be reported in earnings. The amortized cost of the
investments in GNMA Mortgage-Backed Securities and FHA-Insured Certificates
<PAGE>35
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES - Continued
in this category is adjusted for amortization of discounts and premiums to
maturity. Such amortization is included in mortgage investment income.
Gains from dispositions of mortgage investments are recognized upon
the receipt of cash or HUD debentures.
Losses on dispositions of mortgage investments are recognized when it
becomes probable that a mortgage will be disposed of and that the
disposition will result in a loss. In the case of Insured Mortgages fully
insured by HUD, the Partnership's maximum exposure for purposes of
determining the loan losses would generally be an assignment fee charged by
HUD representing approximately 1% of the unpaid principal balance of the
Insured Mortgage at the date of default, plus the unamortized balance of
acquisition fees and closing costs paid in connection with the acquisition
of the Insured Mortgage and the loss of approximately 30 days accrued
interest.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist of money market funds, time and
demand deposits, commercial paper, certificates of deposit, and repurchase
agreements with original maturities of three months or less.
Income Taxes
------------
No provision has been made for Federal, state or local income taxes in
the accompanying financial statements, since they are the personal
responsibility of the Unitholders.
Provision for Loss
------------------
The Partnership assess the realizability of its investments on a loan
level basis. As a result, the Partnership provided a reserve of $375,000
for the year ending December 31, 1997.
New Accounting Standards
------------------------
In February 1997, FASB issued SFAS No. 128 "Earnings per Share" ("FAS
128"). FAS 128 changes the requirements for the calculation and disclosure
of earnings per share. The Partnership is required to present basic net
earnings per limited partnership unit as opposed to net earnings per
limited partnership unit. However, the computational differences between
FAS 128 and the prior accounting standard do not impact the Partnership.
FAS 128 has been applied to the year ended December 31, 1997, and all prior
periods.
During 1997 FASB issued SFAS No. 129 "Disclosure of Information about
Capital Structure" ("FAS 129"). FAS 129 continues the existing
requirements to disclose the pertinent rights and privileges of all
securities other than ordinary common stock but expands the number of
companies subject to portions of its requirements. The Partnership's
disclosures comply with the requirements of this statement.
During 1997 FASB issued SFAS No. 130 "Reporting Comprehensive Income"
("FAS 130"). FAS 130 states that all items that are required to be
recognized under accounting standards as components of comprehensive income
are to be reported in separate statement of income. This would include net
income as currently reported by the Partnership adjusted for unrealized
<PAGE>36
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES - Continued
gains and losses related to the Partnership's mortgages accounted for as
"available for sale". FAS 130 is effective for years beginning on or after
December 15, 1997.
During 1997, FASB issued SFAS No. 131 "Disclosures about Segments of
an Enterprise and Related Information" ("FAS 131"). FAS 131 establishes
standards for the way that public business enterprises report information
about operating segments and related disclosures about products and
services, geographical areas and major customers. FAS 131 is effective for
years beginning on or after December 15, 1997.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair values of the Partnership's financial
instruments are presented in accordance with generally accepted accounting
principles which define fair value as the amount at which a financial instrument
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. These estimated fair values, however, do not
represent the liquidation value or the market value of the Partnership.
<TABLE>
<CAPTION>
As of December 31, 1997 As of December 31, 1996
Amortized Fair Amortized Fair
Cost Value Cost Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment in FHA-Insured
Certificates and GNMA
Mortgage-Backed Securities:
Acquired insured mortgages $ 72,251,365 $ 74,963,747 $ 73,722,912 $ 74,492,545
Originated insured mortgages 45,275,300 44,222,754 45,579,828 44,668,622
------------ ------------ ------------ ------------
$117,526,665 $119,186,501 $119,302,740 $119,161,167
============ ============ ============ ============
Investment in FHA-Insured Loans:
Originated insured mortgages $ 22,609,310 $ 22,428,570 $ 29,746,073 $ 29,712,245
Acquired insured mortgages 1,094,502 1,107,188 1,129,575 1,173,057
------------ ------------ ------------ ------------
$ 23,703,812 $ 23,535,758 $ 30,875,648 $ 30,885,302
============ ============ ============ ============
Cash and cash equivalents $ 2,721,306 $ 2,721,306 $ 1,918,341 $ 1,918,341
Accrued interest receivable $ 1,612,260 $ 1,612,260 $ 1,344,679 $ 1,344,679
</TABLE>
The following methods and assumptions were used to estimate the fair
value of each class of financial instrument:
Investment in FHA-Insured Certificates, GNMA Mortgage-Backed
Securities and FHA-Insured Loans
-----------------------------------------------------------
The fair value of the fully insured FHA-Insured Certificates, GNMA
Mortgage-Backed Securities and FHA-Insured Loans is based on quoted market
prices. In order to determine the fair value of coinsured FHA-Insured
<PAGE>37
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
3. FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued
Certificates, the Partnership valued the coinsured FHA-Insured Certificates
as though they were fully insured FHA-Insured Certificates (in the same
manner fully insured FHA-Insured Certificates were valued). From this
amount, the Partnership deducted a discount factor from the face value of
the loan. This discount factor is based on the Partnership's historical
analysis of the difference in fair value between coinsured FHA-Insured
Certificates and fully insured FHA-Insured Certificates.
Cash and cash equivalents and accrued interest receivable
---------------------------------------------------------
The carrying amount approximates fair value because of the short
maturity of these instruments.
4. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-
BACKED SECURITIES
The following is a discussion of the Partnership's mortgage investments,
along with the risks related to each type of investment.
A. Fully Insured FHA-Insured Certificates and GNMA
Mortgage-Backed Securities
-----------------------------------------------
Listed below is the Partnership's aggregate investment in fully
insured Acquired Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of:
GNMA Mortgage-Backed Securities 22 22
FHA-Insured Certificates 5 5
Amortized Cost $ 72,251,365 $ 73,722,912
Face Value 72,492,904 73,970,506
Fair Value 74,963,747 74,492,545
</TABLE>
Listed below is the Partnership's aggregate investment in fully
insured Originated Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 1 1
Amortized Cost $ 11,296,412 $ 11,356,150
Face Value 10,941,101 10,994,620
Fair Value 11,055,186 11,128,509
</TABLE>
As of March 1, 1998, all fully insured mortgages were current with
respect to the payment of principal and interest.
In February 1996, the General Partner instructed the servicer for the
mortgage on Water's Edge of New Jersey, a fully insured acquired
<PAGE>38
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-
BACKED SECURITIES - Continued
construction loan, to file a Notice of Default and an Election to Assign
the mortgage with the Department of Housing and Urban Development (HUD).
The property underlying this construction loan is a nursing home located in
Trenton, New Jersey. In January 1997, AIM 88 received approximately $2.6
million from HUD. A distribution of $0.27 per Unit was declared in January
1997 and paid in May 1997. As of December 31, 1997, the Partnership had
received approximately $10.2 million including repayment of accrued
interest. The remainder of the proceeds, approximately $1.5 million, is
included in Due from HUD and Receivables and other assets. HUD has
disallowed approximately $1.5 million of the assignment claim. The
servicer is currently negotiating with HUD in regard to collection of the
disallowed portion of the claim. The General Partner believes that the
allowance for loan losses is sufficient to provide for amounts not
recovered from the servicer.
In May 1997, the Partnership received approximately $778,000 in a
principal curtailment made on the mortgage on Olde Mills. These proceeds
of $0.08 per Unit were declared as part of the November 1997 distribution
and were paid in February 1998.
During August 1997, the mortgage on Parkside Estates was prepaid. The
Partnership received net proceeds of approximately $7.1 million and
recognized a gain of approximately $20,700 on this prepayment. A
distribution of $0.76 per Unit related to this prepayment was declared in
September 1997 and was paid in November 1997.
In February 1998, the Partnership received approximately $1.7 million
in net proceeds from the prepayment of the mortgage on Northpoint
Apartments. These proceeds of $0.19 per Unit were declared as part of the
February 1998 distribution and is expected to be distributed in May 1998.
B. Coinsured FHA-Insured Certificates
----------------------------------
Under the HUD coinsurance program, both HUD and the coinsurance lender
are responsible for paying a portion of the insurance benefits if a
mortgagor defaults and the sale of the development collateralizing the
mortgage produces insufficient net proceeds to repay the mortgage
obligation. In such cases, the coinsurance lender will be liable to the
Partnership for the first part of such loss in an amount up to 5% of the
outstanding principal balance of the mortgage as of the date foreclosure
proceedings are instituted or the deed is acquired in lieu of foreclosure.
For any loss greater than 5% of the outstanding principal balance, the
responsibility for paying the insurance benefits will be borne on a
pro-rata basis, 85% by HUD and 15% by the coinsurance lender.
While the Partnership is due payment of all amounts owed under the
mortgage, the coinsurance lender is responsible for the timely payment of
principal and interest to the Partnership. The coinsurance lender is
prohibited from entering into any workout arrangement with the borrower
without the Partnership's consent and must file a claim for coinsurance
benefits with HUD, upon default, if the Partnership so directs. As an
ongoing HUD-approved coinsurance lender, and under the terms of the
participation documents, the coinsurance lender is required to satisfy
certain minimum net worth requirements as set forth by HUD. However, it is
possible that the coinsurance lender's potential liability for loss on
these developments, and others, could exceed its HUD-required minimum net
worth. In such case, the Partnership would bear the risk of loss if the
<PAGE>39
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-
BACKED SECURITIES - Continued
coinsurance lenders were unable to meet their coinsurance obligations. In
addition, HUD's obligation for the payment of its share of the loss could
be diminished under certain conditions, such as the lender not adequately
pursuing regulatory violations of the borrower or the failure to comply
with other terms of the mortgage. However, the General Partner is not
aware of any conditions or actions that would result in HUD diminishing its
insurance coverage.
As of December 31, 1997 and 1996, the Partnership held investments in
three coinsured FHA-Insured Certificates secured by coinsured mortgages.
One of these coinsured mortgage investments, the mortgage on St. Charles
Place - Phase II, is coinsured by The Patrician Mortgage Company
(Patrician), an unaffiliated third party coinsurance lender under the HUD
coinsurance program. As of December 31, 1997 and 1996, the remaining two
FHA-Insured Certificates are coinsured by IFI, an affiliate of the
Partnership. The following is a discussion of actual and potential
performance problems with respect to the Partnership's coinsured mortgage
investments.
Coinsured by third party
------------------------
St. Charles Place - Phase II is a 156-unit apartment complex located
in Miramar, Florida. Listed below is the Partnership's investment in
the St. Charles Place - Phase II mortgage as of December 31, 1997 and
1996. These amounts represent the Partnership's approximate 55%
ownership interest in the mortgage. The remaining 45% ownership
interest is held by American Insured Mortgage Investors L.P. - Series
86 (AIM 86), an affiliate of the Partnership.
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Amortized Cost $ 3,710,287 $ 3,730,991
Face Value 3,710,287 3,730,991
Fair Value 3,484,715 3,527,521
</TABLE>
As of March 1, 1998, the mortgagor had made payments of principal and
interest due to the Partnership on the mortgage through November 1995.
Patrician is litigating the case in bankruptcy court while pursuing
negotiations on a modification agreement with the borrower.
The General Partner intends to continue to oversee the Partnership's
interest in this mortgage investment to ensure that Patrician meets
its coinsurance obligations. The General Partner's assessment of the
realizability of the carrying value of the St. Charles Place - Phase
II mortgage is based on the most recent information available, and to
the extent these conditions change or additional information becomes
available, the General Partner's assessment may change. However, the
General Partner does not believe that there would be a material
adverse impact on the Partnership's financial condition or its results
of operations should Patrician be unable to comply with its full
coinsurance obligation.
<PAGE>40
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-
BACKED SECURITIES - Continued
Coinsured by affiliate
----------------------
As of December 31, 1997 and 1996, the Partnership held investments in
two FHA-Insured Certificates secured by coinsured mortgages, where the
coinsurance lender is IFI. These investments were made on behalf of
the Partnership by the former managing general partner. As structured
by the former managing general partner, with respect to these
mortgages, the Partnership bears the risk of loss upon default for
IFI's portion of the coinsurance loss on these mortgage investments.
<PAGE>41
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-
BACKED SECURITIES - Continued
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
Fair Amortized Face Fair Amortized Face
Mkt. Value Cost Value Mkt. Value Cost Value
----------- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
The Breakers at Golf
Mill(1)(2) $20,873,845 $ 22,309,235 $ 22,309,236 $21,084,011 $ 22,492,106 $ 22,492,106
Summerwind Apts.-Phase
II(1)(2) 8,809,008 7,959,366 9,378,179 8,928,581 8,000,581 9,442,628
----------- ------------ ------------ ----------- ------------ ----------
$29,682,853 $ 30,268,601 $ 31,687,415 $30,012,592 $ 30,492,687 $ 31,934,734
=========== ============ ============ =========== ============ ============
(1) As of March 1, 1998, the mortgagor was current with respect to payment of principal and interest on this mortgage.
(2) There were no loan losses recognized for the years ended, 1997 and 1996. The cumulative loan losses recognized in prior years
were $980,000 for the Breakers at Golf Mill, and $1,511,743 for Summerwind Apartments - Phase II.
</TABLE>
<PAGE>42
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
5. INVESTMENT IN FHA-INSURED LOANS
Listed below is the Partnership's aggregate investment in fully insured
Originated Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 3(1) 4
Amortized Cost $ 22,609,310 $ 29,746,073
Face Value 22,213,954 29,163,152
Fair Value 22,428,570 29,712,245
(1) During August 1997, the mortgage on Parkside Estates was prepaid. The
Partnership received net proceeds of approximately $7.1 million and recognized a
gain of approximately $20,700 on this prepayment. A distribution of $0.76 per
Unit related to this prepayment was declared in September 1997 and was paid in
November 1997.
</TABLE>
Listed below is the Partnership's aggregate investment in fully
insured Acquired Insured Mortgages as of December 31, 1997 and 1996:
<TABLE>
<CAPTION> December 31,
1997 1996
------------ ------------
<S> <C> <C>
Number of Mortgages 2 2
Amortized Cost $ 1,094,502 $ 1,129,575
Face Value 1,091,827 1,126,731
Fair Value 1,107,188 1,173,057
</TABLE>
As of March 1, 1998, all of the Partnership's FHA-Insured Loans were
current with respect to the payment of principal and interest.
All of the FHA-Insured Loans contain Participations. During the years
ended December 31, 1997, 1996 and 1995, the Partnership received additional
interest of $134,769, $63,045 and $46,581, respectively, from the FHA-Insured
Loans which contain Participations. These amounts are included in mortgage
investment income on the accompanying statements of operations.
<PAGE>43
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
6. DUE FROM HUD
Due from HUD consists of amounts due to the Partnership in connection with
losses incurred on the disposition of fully insured and coinsured mortgage
investments.
As of December 31, 1997, Due from HUD includes approximately $603,500
related to the assignment of Water's Edge of New Jersey, as discussed in Note 4.
As of December 31, 1997 and 1996, Due from HUD includes approximately $59,000
and $59,000, respectively, related to the disposition of Hazeltine Shores.
7. DISTRIBUTIONS TO UNITHOLDERS
The distributions paid or accrued to Unitholders on a per Unit basis for
the years ended December 31, 1997, 1996 and 1995 are as follows:
1997 1996 1995
------- ------- ------
Quarter ended March 31 $0.59(5) $0.32(1) $0.49(2)
Quarter ended June 30 0.30 0.30 0.53(3)
Quarter ended September 30 1.06(6) 0.30 0.32(4)
Quarter ended December 31 0.38(7) 0.30 0.32(1)
----- ----- -----
$2.33 $1.22 $1.66
===== ===== =====
(1) This amount includes approximately $0.02 per Unit representing previously
undistributed accrued interest received from Water's Edge of New Jersey.
(2) This amount includes approximately $0.15 per Unit representing accrued, but
previously undistributed, interest related to the receipt of claim proceeds
from the mortgage on Pinewood Park Apartments and approximately $0.01 per
Unit representing previously undistributed accrued interest received from
Water's Edge of New Jersey.
(3) This amount includes approximately $0.22 per Unit representing accrued, but
previously undistributed, interest and capital gain related to the receipt
of claim proceeds from the mortgage on Hamlet at Cobb's Landing.
(4) This amount includes approximately $0.02 per Unit representing capital gain
from the disposition of the mortgage on Gilbert Greens Apartments.
(5) This amount includes approximately $0.27 per Unit representing partial
receipt of proceeds from the assignment of Water's Edge of New Jersey and
approximately $0.02 per Unit representing proceeds from mortgage
dispositions not reinvested prior to the expiration of the reinvestment
period.
(6) This amount includes approximately $0.76 per Unit representing proceeds
from the prepayment of the mortgage on Parkside Estates.
(7) This amount includes approximately $0.08 per Unit representing a
curtailment on the mortgage of Olde Mills Apartments and approximately
$0.01 per Unit representing previously undistributed accrued interest
received from St. Charles Place - Phase II.
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions, if any, and cash flow from operations, which includes
regular interest income and principal from Insured Mortgages. Although the
Insured Mortgages yield a fixed monthly mortgage payment once purchased, the
cash distributions paid to the Unitholders will vary during each quarter due to
(1) the fluctuating yields in the short-term money market where the monthly
mortgage payments received are temporarily invested prior to the payment of
quarterly distributions, (2) the reduction in the asset base resulting from the
receipt of monthly mortgage payments or mortgage dispositions, (3) variations in
the cash flow attributable to the delinquency or default of Insured Mortgages
<PAGE>44
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
7. DISTRIBUTIONS TO UNITHOLDERS - Continued
and professional fees and foreclosure and acquisition costs incurred in
connection with those Insured Mortgages and (4) variations in the Partnership's
operating expenses.
8. INVESTMENT IN AFFILIATE, NOTES RECEIVABLE FROM AFFILIATES,
DUE FROM AFFILIATES AND NOTE PAYABLE AND DUE TO AFFILIATE
In order to capitalize IFI with sufficient net worth under HUD regulations,
in April 1994, the Partnership transferred a GNMA Mortgage-Backed Security in
the amount of approximately $2.0 million to IFI. AIM 85 and AIM 86 each issued
a demand note payable to the Partnership and recorded an investment in IFI
through AIM Mortgage, Inc. at an amount proportionate to each entity's coinsured
mortgages for which IFI was the mortgagee of record as of April 1, 1994.
Interest income on the note, which is based on an annual interest rate of 7.25%
(representing the interest rate on the GNMA Mortgage-Backed Security transferred
by the Partnership), was $50,263 and $57,832 during the years ended December 31,
1997 and 1996, respectively, and is included in interest and other income on the
accompanying statements of operations. In April 1997, the GNMA mortgage-backed
security, with a current balance of $1.9 million, was reallocated between the
Partnership and AIM 86 as AIM 85 no longer holds any mortgages coinsured by IFI.
As a result, a new demand note receivable from AIM 86 was issued and the
investment in IFI was updated.
In connection with these transfers, the expense reimbursement agreement was
amended as of April 1, 1997, to adjust the allocation of the expense
reimbursement to the AIM Funds to an amount proportionate to each entity's
coinsured mortgage investments for which IFI was the mortgagee of record as of
April 1, 1997. The expense reimbursement, as amended, along with the
Partnership's interest income from the notes receivable, and the Partnership's
equity interest in IFI's net income or loss, substantially equals the mortgage
principal and interest on the GNMA Mortgage-Backed Security transferred to IFI.
In April 1997, this agreement was amended to exclude AIM 85 which no longer
holds mortgages coinsured by IFI.
<PAGE>45
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
9. TRANSACTIONS WITH RELATED PARTIES
In addition to the related party transactions described above in Note 8,
the General Partner and certain affiliated entities, during the years ended
December 31, 1997, 1996 and 1995, have earned or received compensation or
payments for services from the Partnership as follows:
<TABLE>
<CAPTION>
COMPENSATION PAID OR ACCRUED TO RELATED PARTIES
-----------------------------------------------
Capacity in Which For the years ended December 31,
Name of Recipient Served/Item 1997 1996 1995
- - ----------------- ---------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CRIIMI, Inc.(1) General Partner/Distribution $1,056,713 $ 553,301 $ 752,852
AIM Acquisition Advisor/Asset Management Fee 1,469,320 1,503,297 1,493,283
Partners, L.P.(2)
CRI(3) Affiliate of General Partner/ -- -- 62,347
Expense Reimbursement
CRIIMI MAE Affiliate of General Partner/ 53,474 62,376 24,696
Management, Inc.(3) Expense Reimbursement
(1) The General Partner, pursuant to amendments to the Partnership Agreement, effective September 6, 1991, is entitled to
receive 4.9% of the Partnership's income, loss, capital and distributions, including, without limitation, the Partnership's Adjusted
Cash from Operations and Proceeds of Mortgage Prepayments, Sales or Insurance (both as defined in the Partnership Agreement).
(2) The Advisor, pursuant to the Partnership Agreement is entitled to an Asset Management Fee equal to 0.95% of Total Invested
Assets (as defined in the Partnership Agreement). The Sub-advisor to the Partnership is entitled to a fee of 0.28% of Total
Invested Assets of the Advisor's Asset Management Fee. Of the amounts paid to the Advisor, CRIIMI MAE Services Limited Partnership,
the Sub-advisor, earned a fee equal to $433,040 and $443,060 and $219,670 for the years ended December 31, 1997, December 31, 1996
and for the six months ended December 31, 1995, respectively. CRI/AIM Management, Inc., which acted as the Sub-advisor through June
30, 1995, earned a fee equal to $220,449 for the six months ended June 30, 1995.
(3) Prior to June 30, 1995, these amounts were paid to CRI as reimbursement for expenses incurred prior to June 30, 1995 on
behalf of the General Partner and the Partnership. The transaction in which CRIIMI MAE became a self-administered REIT had no
impact on the payments required to be made by the Partnership, other than the expense reimbursement previously paid by the
Partnership to CRI in connection with the provision of services by the Sub-advisor are, effective June 30, 1995, paid to a wholly-
owned subsidiary of CRIIMI MAE, CRIIMI MAE Management, Inc.
</TABLE>
10. PARTNERS' EQUITY
Depositary Units representing economic rights in limited partnership
interests (Units) were issued at a stated value of $20. A total of 8,851,966
Units were issued for an aggregate capital contribution of $177,039,320. In
addition, the initial limited partner contributed $2,500 to the capital of the
Partnership and received 125 Units in exchange therefor, and the former general
partners contributed a total of $1,000 to the Partnership. During 1994, the
Partnership repurchased 50,000 Units.
<PAGE>46
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
11. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Per Unit Data)
The following is a summary of unaudited quarterly results of operations for
the years ended December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
1997
Quarter ended
March 31 June 30 September 30 December 31
----------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Income $ 3,122 $ 3,104 $ 2,982 $ 2,959
Net gains/(losses) from mortgage
disposition/modification -- -- 21 (375)
Net earnings 2,696 2,629 2,588 2,184
Net earnings per
Limited Partnership Unit - Basic 0.29 0.28 0.28 0.24
</TABLE>
<TABLE><CAPTION>
1996
Quarter ended
March 31 June 30 September 30 December 31
----------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Income $ 3,200 $ 3,184 $ 3,034 $ 3,047
Net gains (losses) from
mortgage dispositions/modifications 1 (379) -- --
Net earnings 2,765 2,333 2,589 2,606
Net earnings per
Limited Partnership Unit - Basic 0.30 0.25 0.28 0.28
</TABLE>
<TABLE>
<CAPTION>
1995
Quarter ended
March 31 June 30 September 30 December 31
----------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Income $ 3,412 $ 3,469 $ 3,175 $ 3,180
Net gains from
mortgage dispositions 1,075 1,377 -- --
Net earnings 4,015 4,392 2,686 2,702
Net earnings per
Limited Partnership Unit - Basic 0.43 0.48 0.29 0.29
</TABLE>
<PAGE>47
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
<TABLE><CAPTION>
Interest Annual Payment
Rate on Face Net Principal and
Maturity Put Mortgage Value of Carrying Value Cumulative Interest
Development Name/Location Date Date (1) (5)(6) Mortgage (3)(10)(11)(13) Loan Losses (5)(6)(12)(14)
- - ------------------------- -------- -------- ----------- ----------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ACQUIRED INSURED MORTGAGES:
- - --------------------------
FHA-Insured Certificates
(carried at fair value)
Sylvan Manor
Silver Spring, Maryland 5/21 N/A 7.500% $ 3,130,803 $ 3,166,269 -- $ 284,523
Northpoint Apartments
Richland, Washington 1/23 N/A 8.550% 1,715,825 1,741,078 -- 166,490
Heather Ridge Apartments
Fayetteville, North Carolina 4/27 N/A 8.625% 4,435,156 4,498,966 -- 416,231
Olde Mill Apartments
Liverpool, New York 4/27 N/A 8.920% 4,198,415 4,265,333 -- 484,083
Park Avenue Plaza
Omaha, Nebraska 9/29 N/A 9.000% 1,965,964 1,993,917 -- 187,923
------------ -------------
Total Investment in FHA-Insured
Certificates - Acquired Insured
Mortgages 15,446,163 15,665,563
------------ -------------
GNMA Mortgage-Backed Securities
(carried at fair value)
Garden Terrace
Douglasville, Georgia 1/20 N/A 7.125% 2,696,144 2,764,496 -- 236,214
Lioncrest Towers
Richton Park, Illinois 10/28 N/A 7.000% 6,472,235 6,631,038 -- 496,783
San Jose South
San Jose, California 10/23 N/A 7.750% 8,228,212 8,432,199 -- 697,343
Beauvoir Manor Apts.
Biloxi, Mississippi 9/18 N/A 8.875% 1,250,042 1,351,945 -- 127,474
Greenview Garden
Butler, Pennsylvania 7/33 N/A 9.000% 880,636 951,391 -- 78,247
Lorenzo Carolina Apts.
Tampa, Florida 6/26 N/A 8.250% 1,019,436 1,044,405 -- 89,196
Silver Lake Plaza Apts.
Los Angeles, California 11/35 N/A 7.950% 5,317,150 5,445,314 -- 431,590
Woodcrest Townhomes
Chaska, Minnesoata 8/31 N/A 8.375% 3,107,829 3,183,063 -- 269,291
</TABLE>
<PAGE>48
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
<TABLE><CAPTION>
Interest Annual Payment
Rate on Face Net Principal and
Maturity Put Mortgage Value of Carrying Value Cumulative Interest
Development Name/Location Date Date (1) (5)(6) Mortgage (3)(10)(11)(13) Loan Losses (5)(6)(12)(14)
- - ------------------------- -------- -------- ----------- ----------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ACQUIRED INSURED MORTGAGES:
- - --------------------------
GNMA Mortgage-Backed Securities
(carried at fair value)- Continued
Hewitt Gardens Apts.
Omaha, Nebraska 10/29 N/A 8.750% 4,456,340 4,815,182 -- 404,876
Lamplighter Apts.
Port Arthur, Texas 10/29 N/A 9.000% 2,226,331 2,405,540 -- 207,131
Linville Manor
Shelby, North Carolina 7/31 N/A 8.750% 1,988,569 2,148,540 -- 178,928
Oak Grove Apts.
Austin, Texas 9/26 N/A 8.750% 556,832 601,768 -- 51,686
Oakwood Gardens
San Jose, California 10/23 N/A 7.750% 1,150,665 1,179,192 -- 97,519
Seven Springs
College Park, Maryland 12/21 N/A 7.625% 4,734,261 4,852,630 -- 419,008
Stony Creek
Washington Township, Michigan 2/29 N/A 7.500% 5,379,333 5,510,803 -- 426,966
Burlwood Apts.
Portland, Oregon 8/15 N/A 9.000% 625,170 641,259 -- 61,431
Collin Care Centers
Plano, Texas 9/30 N/A 8.125% 1,697,468 1,738,676 -- 144,201
Holton Manor
Elkhorn, Wisconsin 11/21 N/A 8.250% 1,009,295 1,034,423 -- 94,385
Oaklawn Apts.
Boise, Idaho 8/24 N/A 9.000% 478,235 489,963 -- 40,206
Orchard Creek Apts.
Farmington Hills, Michigan 1/30 N/A 8.625% 1,280,134 1,383,218 -- 113,136
Tehama Estates
Sacramento,California 7/29 N/A 8.750% 1,348,582 1,457,192 -- 122,710
Westview Terrace Apts.
Tacoma, Washington 4/30 N/A 8.550% 1,143,842 1,235,947 -- 101,053
----------- ------------
Total Investment in GNMA Mortgage-Backed
Securities, carried at fair value 57,046,741 59,298,184
----------- ------------
Total Investment in Acquired Insured
Mortgages, carried at fair value 72,492,904 74,963,747
----------- ------------
</TABLE>
<PAGE>49
<TABLE><CAPTION>
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
Interest Annual Payment
Rate on Face Net Principal and
Maturity Put Mortgage Value of Carrying Value Cumulative Interest
Development Name/Location Date Date (1) (5)(6) Mortgage (3)(10)(11)(13) Loan Losses (5)(6)(12)(14)
- - ------------------------- -------- -------- ----------- ----------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ORIGINATED INSURED MORTGAGES:
- - ----------------------------
Fully Insured Mortgages
- - -----------------------
FHA-Insured Certificates
(carried at fair value)
Arbor Village
Tallahassee, Florida 1/34 -- 8.125% 10,941,101 11,055,186 -- 944,868
------------- ------------
Coinsured Mortgages
- - -------------------
FHA-Insured Certificates
(carried at fair value)
Summerwind Apartments-Phase II
Naples, Florida (7) 6/30 7/03 8.500% 9,378,179 8,809,008 1,511,743 865,175
St. Charles Place - Phase II
Miramar, Florida (4) 2/30 12/03 8.625% 3,710,286(4)(8)(9)3,484,715 -- 341,697
The Breakers at Golf Mill
Niles, Illinois (7) 11/29 11/02 7.000% 22,309,236(7) 20,873,845 980,000 1,751,525
------------- ------------
Total Investment in coinsured
FHA-Insured Certificates,
carried at fair value 35,397,701 33,167,568
------------- ------------
Total Investment in Originated Insured
Mortgages, carried at fair value 46,338,802 44,222,754
------------- ------------
Total Investment in FHA-Insured Certificates
and GNMA Mortgage-Backed Securities,
carried at fair value 118,831,706 119,186,501
------------- ------------
</TABLE>
<PAGE>50
<TABLE><CAPTION>
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
Rate on Face Net Principal and
Maturity Put Mortgage Value of Carrying Value Cumulative Interest
Development Name/Location Date Date (1) (5)(6) Mortgage (3)(10)(11)(13) Loan Losses (5)(6)12)(14)
- - ------------------------- -------- -------- ----------- ----------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ACQUIRED INSURED MORTGAGES:
- - --------------------------
FHA-Insured Loans
(carried at amortized cost)(2)
Kingsway Apts.
Monroe, LA 8/07 N/A 10.000% 534,155 535,056(2) -- 86,862
Kon Tiki Apts.
League City, TX 1/27 N/A 9.875% 557,672 559,446(2) -- 58,444
----------- ------------
Total Investment in FHA-
Insured Loans - Acquired
Insured Mortgages, carried
at amortized cost 1,091,827 1,094,502
----------- ------------
ORIGINATED INSURED MORTGAGES:
- - ----------------------------
Fully Insured Mortgages
- - -----------------------
FHA-Insured Loans
(carried at amortized cost)(2)
The Turn at Gresham
Gresham, OR 8/29 12/02 8.000% 5,763,690 5,763,691(2) -- 501,516
Parkside Estates
Glendale Heights, IL 2/31 12/06 8.375% -- -- -- 384,943
Olmstead Park Apts.
Charlotte, NC 7/32 12/07 8.500% 5,769,127 5,987,972(2) -- 518,476
Water's Edge II
Columbus, OH 7/33 N/A 8.250% 10,681,137 10,857,647(2) -- 933,734
------------ ------------
Total Investment in FHA-
Insured Loans - Originated
Insured Mortgages, carried
at amortized cost 22,213,954 22,609,310
------------ ------------
Total Investment in FHA-Insured Loans 23,305,781 23,703,812
------------ ------------
TOTAL INVESTMENT IN INSURED MORTGAGES $142,137,488 $142,890,313
============ ============
</TABLE>
<PAGE>51
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
(1) Under the Section 221 program of the National Housing Act of 1937, as
amended, a mortgagee has the right to assign an Insured Mortgage (put) to
FHA at the expiration of 20 years from the date of final endorsement, if
the mortgage is not in default at such time. Any mortgagee electing to
assign a FHA-insured mortgage to FHA will receive, in exchange therefor,
HUD debentures having a total face value equal to the then outstanding
principal balance of the FHA-insured mortgage plus accrued interest to the
date of assignment. These HUD debentures will mature 10 years from the
date of assignment and will bear interest at the "going Federal rate" at
such date. This assignment procedure is applicable to an Insured Mortgage
which had a firm or conditional FHA commitment for insurance on or before
November 30, 1983 and, in the case of mortgages sold in a GNMA auction, was
sold in an auction prior to February 1984. Certain of the Partnership's
Insured Mortgages may have the right of assignment under this program.
Certain Insured Mortgages that do not qualify under this program possess a
special assignment option, in certain mortgage documents, which allow the
Partnership, anytime after this date, to require payment by the borrower of
the unpaid principal balance of the Insured Mortgages. At such time, the
borrowers must make payment to the Partnership or the Partnership may
cancel the FHA insurance and institute foreclosure proceedings.
(2) Inclusive of closing costs and acquisition fees.
(3) Prepayment of these Insured Mortgages would be based upon the unpaid
principal balance at the time of prepayment.
(4) This mortgage is insured under the HUD coinsurance program, as previously
discussed. The Patrician Mortgage Company is the HUD-approved coinsurance
lender.
(5) This represents the base interest rate during the permanent phase of this
Insured Mortgage loan. Additional interest, measured as a percentage of
surplus cash (as defined in the participation agreements) and a percentage
of the proceeds from the sale or refinancing of the development (as defined
in the participation agreements), will also be due. During the years ended
1997, 1996 and 1995, additional interest was recognized in the amount of
$134,769, $84,947 and $179,701, respectively. These amounts are included
in mortgage investment income on the accompanying statements of operations.
(6) In addition, the servicer or the sub-servicer of the mortgage, primarily
unaffiliated third parties, is entitled to receive compensation for certain
services rendered.
(7) These mortgages are insured under the HUD coinsurance program. IFI is the
HUD-approved coinsurance lender and the Partnership bears the risk of any
coinsurance loss, as previously discussed.
(8) These amounts represent the Partnership's 55% interest in this mortgage.
The remaining 45% interest was acquired by AIM 86, an affiliate of the
Partnership.
(9) Represents the principal amount subject to delinquent principal or
interest. See Note 4 to the Partnership's financial statements.
(10) A reconciliation of the carrying value of the Partnership's investment in
Insured Mortgages, for the years ended December 31, 1997 and 1996, is as
follows:
<PAGE>52
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1997
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Beginning balance $150,036,815 $154,669,316
Investment in Acquired Insured
Mortgages and advances on
construction loans, including
acquisition costs -- 9,416,014
Principal receipts on mortgages (1,952,500) (1,037,314)
Proceeds from mortgages assigned
or sold (7,016,157) (8,308,830)(a)
Net (losses) gains on mortgage
dispositions 20,746 (377,900)
Coinsurance claims due from HUD -- (3,161,747)
Net unrealized (losses) gains on
investment in FHA-Insured
Certificates and GNMA Mortgage-
Backed Securities 1,801,409 (1,162,724)
------------ ------------
Ending balance $142,890,313 $150,036,815
============ ============
(a) Excludes proceeds received in connection with the settlement of the HUD
coinsurance claim related to Hazeltine Shores.
</TABLE>
(11) The mortgages underlying the Partnership's investments in FHA-Insured
Certificates, GNMA Mortgage-Backed Securities and FHA-Insured Loans are
primarily non-recourse first liens on multifamily residential developments
or retirement homes.
(12) Principal and interest are payable at relatively level amounts over the
life of the Insured Mortgages.
(13) As of December 31, 1997 and 1996, the tax basis of the Insured Mortgages
was approximately $144 million and $153 million, respectively.
(14) Annual principal and interest payments for mortgages acquired during 1997
and 1996 are annualized.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL
REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,721
<SECURITIES> 142,890
<RECEIVABLES> 5,005
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 150,616
<CURRENT-LIABILITIES> 3,639
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 146,977
<TOTAL-LIABILITY-AND-EQUITY> 150,616
<SALES> 0
<TOTAL-REVENUES> 12,187
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,090
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,097
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,097
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,097
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 10.17
SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT
-------------------------------------------
THIS SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT is made effective as of
April 1, 1997 by and among Integrated Funding, Inc., a New York corporation
("IFI"), and American Insured Mortgage Investors L.P. - Series 85 ("AIM 85"),
American Insured Mortgage Investors L.P. - Series 86 ("AIM 86"), and American
Insured Mortgage Investors L.P. - Series 88 ("AIM 88") (AIM 85, AIM 86 and AIM
88 collectively referred to as the "AIM Funds").
RECITALS
--------
A. The parties hereto entered into the Expense Reimbursement Agreement
effective as of December 31, 1992 (the "Agreement") in order to allocate to IFI
a portion of the expenses incurred by the AIM Funds in connection with the
Subadvisor's management of the funds.
B. The parties hereto entered into the amendment to Reimbursement
Agreement effective as of April 1, 1994 (the "First Amendment") in order to
change the allocation of expenses to each fund based on the outstanding
principal balance of coinsured loans for which IFI acts as the mortgagee of
record as of April 1, 1994.
C. The parties seek to change the allocation of expenses to each fund
based on the outstanding principal balance of coinsured loans for which IFI acts
as the mortgagee of record as of April 1, 1997.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1 of the Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"1. Reimbursement. IFI will reimburse the AIM Funds a total expense
amount calculated as .2893% annually of the outstanding principal
balance of the coinsured loans for which IFI acts the mortgagee of
record (approximately $49 million as of April 1, 1997). The total
expense reimbursement shall be allocated to each AIM Fund as follows:
AIM FUND % of Coinsured Loan Balance
-------- ---------------------------
AIM 85 0
AIM 86 34%
AIM 88 66%
2. Except as modified above, all other provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
[Signatures on following page]
INTEGRATED FUNDING, INC.
By: /s/ Frederick J. Burchill
-------------------------
Frederick J. Burchill
Vice President
AMERICAN INSURED MORTGAGE
INVESTORS - SERIES 85, L.P.
By: CRIIMI, Inc., its
General Partner
By: /s/ Cynthia O. Azzara
------------------------
Cynthia O. Azzara
Chief Financial Officer
AMERICAN INSURED MORTGAGE
INVESTORS L.P. - Series 86
By: CRIIMI, Inc., its
General Partner
By: /s/ Cynthia O. Azzara
------------------------
Cynthia O. Azzara
Chief Financial Officer
AMERICAN INSURED MORTGAGE
INVESTORS L.P. - Series 88
By: CRIIMI, Inc., its
General Partner
By: /s/ Cynthia O. Azzara
------------------------
Cynthia O. Azzara
Chief Financial Officer<PAGE>
EXHIBIT 10.18
AMENDED AND RESTATED
NON-NEGOTIABLE PROMISSORY NOTE
------------------------------
US $658,486.00 April 1, 1997
Rockville, Maryland
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of American Insured Mortgage Investors L.P. - Series 88, a Delaware
limited partnership (the "Partnership"), the principal sum of Six Hundred Fifty
Eight Thousand Four Hundred Eighty Six Dollars and no cents ($658,486.00) plus
interest computed on the basis of a year consisting of 360 days at a rate of
interest equal to seven and one quarter percent (7.25%) per annum.
This Note is an amendment and restatement of a promissory note dated
April 1, 1994 payable to the order of the Partnership by the undersigned in the
amount of $478,612.00.
This Note is payable upon demand. Payment shall be made in legal
tender of the United States at the offices of the Partnership, c/o C.R.I., Inc.,
The CRI Building, 11200 Rockville Pike, Rockville, Maryland 20852.
Accrued interest only on the outstanding principal amount shall be
payable on the fifteenth day of each month commencing on April 15, 1997 provided
that Integrated Funding, Inc. has received on a timely basis the interest
payment due from the Government National Mortgage Association on GNMA Pool
Number 280640 in the face amount of $1,936,724.42 as of the date hereof.
If any payment of principal or interest on this Note is due on a
Saturday, Sunday or legal holiday under the laws of Maryland, such payment shall
be made on the next succeeding business day. The Note may be prepaid at any
time, without penalty.
The undersigned hereby waives presentment, demand for payment, notice
of dishonor, notice of protest, and all other notices on demand in connection
with the delivery acceptance, performance, default and endorsement of this Note.
AMERICAN INSURED MORTGAGE
INVESTORS L.P. - SERIES 86
By: CRIIMI, Inc., its
General Partner
By: /s/ Cynthia O. Azzara
-----------------------------
Cynthia O. Azzara
Sr. Vice President/Chief
Financial Officer<PAGE>
