<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM __________________ TO ____________________
Commission file Number 33-47228
---------------------------------------------------------
ANGELES MORTGAGE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
California 95-6890805
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
340 North Westlake Boulevard, Suite 230, Westlake Village, California 91362
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 449-1335
No Change
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year If Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
Class A Shares which registered
American Stock Exchange
- --------------------------------------------------------------------------------
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.
[X] Yes [ ] No
AS OF APRIL 30, 1997 ANGELES MORTGAGE INVESTMENT TRUST HAS 2,617,000 CLASS A
SHARES OUTSTANDING.
Total Pages 12
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ANGELES MORTGAGE INVESTMENT TRUST
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Item 1. Balance Sheets - March 31, 1997 and December 31, 1996 3
Statements of Operations - Three Months Ended March 31,
1997 and 1996 4
Statements of Stockholders Equity 5
Statements of Cash Flows - Three Months Ended March 31,
1997 and 1996 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ANGELES MORTGAGE INVESTMENT TRUST
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Notes Receivable:
Mortgage notes receivable (primarily due from affiliates) $ 31,312,000 $ 26,043,000
Promissory notes receivable (primarily due from affiliates) 12,255,000 14,175,000
------------ ------------
43,567,000 40,218,000
Less: Allowances for estimated losses (12,100,000) (12,100,000)
------------ ------------
31,467,000 28,118,000
Foreclosed real estate held for sale 5,070,000 5,070,000
Cash 6,580,000 9,789,000
Accrued interest receivable 217,000 174,000
Prepaid expenses and other 160,000 224,000
------------ ------------
Total assets $ 43,494,000 $ 43,375,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $100,000 $287,000
------------ ------------
Total liabilities 100,000 287,000
------------ ------------
Shareholders' equity:
Class A Shares (2,617,000 issued and outstanding,
$1.00 par value, unlimited shares authorized) 2,617,000 2,617,000
Class B Shares (1,675,113 issued and outstanding,
$.01 value, unlimited shares authorized) 14,000 14,000
Additional paid-in capital 50,199,000 50,199,000
Accumulated distributions in excess of cumulative net
income (9,436,000) (9,742,000)
------------ ------------
Total shareholders' equity 43,394,000 43,088,000
------------ ------------
Total liabilities and shareholders' equity $ 43,494,000 $ 43,375,000
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
Revenue:
Interest income $1,168,000 $ 718,000
Rental income 67,000 66,000
Gain from sale of real estate -- 184,000
Recovery of bad debt -- 186,000
---------- ----------
Total revenue 1,235,000 1,154,000
---------- ----------
Costs and expenses:
Property operating expenses -- 9,000
General and administrative 335,000 428,000
Amortization of loan fees 18,000 6,000
---------- ----------
Total costs and expenses 353,000 443,000
---------- ----------
Net income $ 882,000 $ 711,000
========== ==========
Net income per Class A Share $0.33 $0.25
========== ==========
Cash distributions per Class A Share $0.22 $0.10
========== ==========
Weighted average Class A Shares outstanding 2,617,000 2,826,700
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
ACCUMULATED
DISTRIBUTIONS IN
ADDITIONAL EXCESS OF
CLASS A CLASS B PAID-IN CUMULATIVE NET
SHARES SHARES CAPITAL INCOME TOTAL
---------- ------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $2,617,000 $14,000 $50,199,000 ($9,742,000) $43,088,000
Distributions paid to Class A
Shareholders - - - (576,000) (576,000)
Net income - - - 882,000 882,000
---------- ------- ----------- ----------- -----------
Balance at March 31, 1997 $2,617,000 $14,000 $50,199,000 ($9,436,000) $43,394,000
========== ======= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------------
1997 1996
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 882,000 $ 711,000
Adjustments to reconcile net income to cash
flows from operating activities:
Gain from sale of real estate -- (184,000)
Recovery of bad debt -- (186,000)
Amortization of loan fees 18,000 6,000
Interest income in exchange for notes receivable (423,000) --
Increase in interest receivable (43,000) (4,000)
Decrease in prepaid expenses and other assets 45,000 233,000
Increase (decrease) in accounts payable and
accrued expenses (187,000) 93,000
Increase (decrease) in unearned loan fee income 39,000 (6,000)
---------- -----------
Cash flows provided by (used in) operating activities 331,000 663,000
---------- -----------
Cash flows from investing activities:
Principal collections of notes receivable 2,036,000 201,000
Funding of notes receivable (5,000,000) --
Proceeds from sale of real estate -- 677,000
Investment in securities -- (979,000)
Principal collections of investment securities -- 49,000
---------- -----------
Cash flows provided by (used in) investing activities (2,964,000) (52,000)
---------- -----------
Cash flows used in financing activities:
Distributions to Class A Shareholders (576,000) (282,000)
---------- -----------
Increase (decrease) in cash and cash equivalents (3,209,000) 329,000
Cash and cash equivalents:
At beginning of period 9,789,000 1,229,000
---------- -----------
At end of period $6,580,000 $ 1,558,000
========== ===========
Schedule of noncash investing activities:
Restructuring of past due interest into note receivable $ -- $ 255,000
</TABLE>
The accompanying notes are an integral part of the financial statements
6
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ANGELES MORTGAGE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
Note 1 - The accompanying financial statements have not been audited by
independent certified accountants, but in the opinion of management all of the
adjustments necessary to present fairly the financial position of Angeles
Mortgage Investment Trust (the "Trust") and the results of operations and its
cash flows at the date and for periods indicated have been included. Certain
prior year amounts have been reclassified to conform to current year
classifications.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly
they do not include all the information and footnotes required by generally
accepted accounting principals for complete financial statements.
Operating results for the three-month period ended March 31, 1997 are not
indicative of the results that may be expected for the year ending December 31,
1997.
For further information, refer to the financial statements and notes
thereto included in the Trust's annual report on Form 10-K for the year ended
December 31, 1996.
Note 2 - The net income per Class A Share was based on 2,617,000 and 2,826,700
weighted average Class A Shares outstanding during the three months ended March
31, 1997 and 1996, respectively, after deduction of the 1% interest for Class B
Shares.
Note 3 - The Trust's $5 million line of credit expires April 30, 1997 and
requires monthly interest only payments based upon prime plus .75% and a $18,750
commitment fee paid quarterly. During the quarter ended March 31, 1997, the
Trust did not draw down on the line of credit. The Trust anticipates that the
Bank will renew the line of credit in May 1997, although there can be no
assurances that this will occur.
Note 4 - During the quarter ended March 31, 1997 the Trust restructured a first
mortgage referred to as LaSalle, on which the Trust had began foreclosure
proceedings in 1996. In connection with the related loan modification, the Trust
capitalized and recognized as interest income, approximately $409,000 of past
due interest, late fees, default interest along with approximately $14,000 of
out of pocket costs incurred by the Trust during the foreclosure process. The
restructured loan requires monthly interest only payments based upon the stated
note rate of 11.5% on the reconstituted loan balance. The Trust also received
additional collateral on this loan through a second mortgage on two properties
on which the Trust currently holds a first mortgage. The terms of this
modification have been agreed to pursuant to a letter agreement with the
borrower and the borrower has begun the monthly payment of interest based upon
such agreed modification. The executed modification agreement is expected to be
completed in May 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
The Trust has invested in loans (the "Trust Loans") which were
made principally to partnerships that were affiliated with Angeles Corporation
("Angeles"), parent company to the Trust's prior advisor, Angeles Funding
Corporation (the "Advisor" or "AFC"), but the majority of which are now
controlled by Insignia Financial Group, Inc.
("Insignia").
In February 1993, the Trust's policy of distributing monthly the Net
Cash from operations to its Class A Shareholders was suspended as a result of
the failure of the Insignia partnerships and entities affiliated with Angeles to
fully service their respective Trust Loan obligations and Angeles' inability to
fulfill its guarantee of a minimum annual distribution of $2.00 per Class A
Share through May 1994. The Trust announced on December 20, 1995 that it had
reduced its bank and other debt to zero and scheduled its first dividend payment
in three years to Class A Shareholders of record on January 22, 1996 which was
paid on February 13, 1996, in the amount of $0.10 per Class A Share. During the
twelve months ended December 31, 1996 the Trust paid total dividends of $0.52
per share to Class A shareholders. In addition, during the first quarter ended
March 31, 1996 the Trust paid a quarterly dividend of $0.22 per Class A Share
and in March 1997, declared a second quarter dividend of $0.24 per share to
shareholders of record on April 14, 1997 and payable on May 5, 1997.
The Trust's $5 million line of credit with the Bank requires monthly
interest only payments based upon prime plus 3/4% and matures April 30, 1997.
The line of credit with the Bank allows the Trust to draw on such line to
facilitate the foreclosure process on Trust loans. As of December 31, 1996 there
was no balance due on the line of credit and during the quarter ended March 31,
1997 the Trust did not draw on the line. The Trust anticipates that the Bank
will renew the line of credit in May 1997, although there can be no assurances
that this will occur.
The Trust's liquidity is dependent upon its borrowers having sufficient
cash to pay interest and principal payments as they become due. In February
1993, a significant number of the Insignia Partnerships failed to service their
debt obligations under the Trust Loans. The Trust has since completed the
process of restructuring the majority of the Trust Loans. The restructured loan
terms typically include a reduction in the interest rate, an extension of the
loan term, payment of at least net cash flow from the operation of the relevant
property on a current basis and a modest increase in the principal balance of
the loan as consideration for the modification.
In February 1997, the Trust made its first new loan since January 1993,
in the amount of $5,000,000 secured by first deeds of trust on three
manufactured home parks located in Texas. This new loan requires interest only
payments at 8.9% and matures in December 2003. In April 1997, the Trust made a
second new loan in the amount of $2,950,000 secured by a first deed of trust on
a 628,000 square foot industrial warehouse located in Martinsville, Virginia.
This loan requires interest only payments at 11% and matures in April 1998. As
of April 30, 1997 the Trust has an outstanding commitment to fund a first
mortgage loan in the amount of $1,900,000.
The Trust's management on a quarterly basis reviews the carrying value
of the Trust's Loans and properties held for sale. Generally accepted accounting
principles require that the carrying values of a note receivable or property
held for sale cannot exceed the lower of its carrying amount or its estimated
8
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net realizable value. The estimate of net realizable value is based on
management's review and evaluation of the collateral properties as well as
recourse provisions included in certain notes receivable. The allowance for loan
loss as of March 31, 1997 was approximately $12 million. However, the provision
for loss is an estimate which is inherently uncertain and depends on the outcome
of future events. The Trust's estimates are based on an analysis of the loan
portfolio, composition of the loan portfolio, the value of collateral and
current economic conditions.
As previously announced in a press release on April 3, 1997, the Trust
has entered into a non-binding agreement with Insignia to effect a tax-free
combination of the Trust and Insignia Properties Trust ("IPT"), an entity 99%
owned by Insignia and its affiliates. The proposed transaction contemplates the
issuance by the Trust of its Class A shares, at a value of $16.25 per share in
exchange for all of the shares of IPT, valued at approximately $190 million.
IPT's business consists primarily of acquiring and owning interests in
multifamily residential properties through ownership of limited and general
partner interests in limited partnerships, which hold such real estate
properties. IPT and its affiliated operating limited partnership own an
aggregate of from 0.09% to 54.02% of the ownership interests of entities which
own, in the aggregate, approximately 195 properties containing approximately
41,827 residential units and approximately 4,673,820 square feet of commercial
space. The proposed transaction is contingent upon, among other conditions,
satisfactory review of the business, operations, properties and assets of the
Trust and IPT, the negotiation of a definitive agreement between the parties and
the approval of the proposed transaction by certain governmental authorities and
by the trustees and shareholders of the Trust and IPT. As of April 30, 1997, the
Trust had begun but had not completed its review of the business, operations,
properties and assets of IPT.
From time to time the Trust has held discussions with other REITs and
other entities to consider expanding the Trust's portfolio through a transaction
involving the issuance of Trust shares or entering into joint ventures or
partnerships which would ultimately result in the issuance in Trust shares.
Results of Operations
During the three months ended March 31, 1997 total revenue and
interest income increased by approximately 7% and 62%, respectively, when
compared to total revenue and interest income for the three months ended March
31, 1996. The increase in interest income of approximately $409,000, results
primarily from interest relating to the restructuring of a Trust first mortgage
loan referred to as LaSalle. The Trust capitalized into the principal balance of
the LaSalle loan the $409,000 of interest income, which included lates fees and
default interest, along with approximately $14,000 of other costs and expenses.
In addition to this one time recognition of interest income relating to the
LaSalle loan for the quarter ended March 31, 1997, other interest income
increased by approximately 6%.
The decrease in general and administrative expenses for the quarter
ended March 31, 1997 when compared to the previous quarter for the same period,
is due primarily to a reduction of legal fees of approximately $130,000 which
the Trust incurred during the quarter ended March 31, 1996. The 1996 legal fees
relate primarily to a lawsuit brought against a group of shareholders and
individuals who the Trust believes acquired the Trust Class A Shares based on
insider information. The decrease in general and administrative expenses for the
quarter ended March 31, 1997 when compared to the same period in 1996, are
offset by $60,000 paid in 1997 to an investment banking firm relating to the
proposed Trust and IPT combination and higher costs relating to general office
expenses. Prior to October 1996 the Trust shared its office administrative
expenses along with a portion of the salaries of its employees with another
trust, Angeles Participating Mortgage Trust. Effective October 1996, the Trust
employees no
9
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longer provide any services to Angeles Participating Mortgage Trust
nor does it operate in the same offices as the Trust. As a result beginning in
October 1996 the Trust no longer receives reimbursement of employee salary or
general office expenses.
10
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
No significant changes have occurred relating to the lawsuit as reported in
the Trust's December 31, 1996 Form 10-K.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None.
b. Reports on Form 8-K
None.
Note: All items required under Part II of Form 10-Q which are applicable have
been reported herein.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trust has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANGELES MORTGAGE INVESTMENT TRUST
By /s/Anna Merguerian
---------------------------------
Anna Merguerian
Chief Financial Officer
Date: May 6, 1997
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,580,000
<SECURITIES> 0
<RECEIVABLES> 43,944,000
<ALLOWANCES> (12,100,000)
<INVENTORY> 0
<CURRENT-ASSETS> 38,424,000
<PP&E> 5,070,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,494,000
<CURRENT-LIABILITIES> 100,000
<BONDS> 0
0
0
<COMMON> 43,394,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 43,494,000
<SALES> 1,235,000
<TOTAL-REVENUES> 1,235,000
<CGS> 0
<TOTAL-COSTS> 353,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 882,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 882,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 882,000
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.33
</TABLE>
