<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 JUNE 30, 1998 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 1-10202
----------------------
ANGELES MORTGAGE INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-6890805
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(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
which registered
Class A Shares 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 AUGUST 13, 1998 ANGELES MORTGAGE INVESTMENT TRUST HAS 2,617,000 CLASS A
SHARES OUTSTANDING.
Total Pages 14
<PAGE> 2
ANGELES MORTGAGE INVESTMENT TRUST
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Item I. Balance Sheets - June 30, 1998 and December 31, 1997 3
Statements of Operations - For the three and six months
ended June 30, 1998 and 1997 4
Statement of Stockholders' Equity 5
Statements of Cash Flows - For the six months ended
June 30, 1998 and 1997 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
2
<PAGE> 3
ANGELES MORTGAGE INVESTMENT TRUST
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Notes Receivable
Mortgage notes receivable $ 37,353,000 $ 39,347,000
Promissory notes receivable (primarily due from affiliates) 6,110,000 6,789,000
------------ ------------
43,463,000 46,136,000
Less: Allowances for estimated losses (8,147,000) (8,826,000)
------------ ------------
35,316,000 37,310,000
Foreclosed real estate held for sale 8,755,000 4,521,000
Cash and cash equivalents 6,248,000 3,947,000
Restricted cash 812,000 --
Accrued interest receivable 604,000 654,000
Prepaid expenses and other assets 130,000 98,000
------------ ------------
Total assets $ 51,865,000 $ 46,530,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 429,000 $ 588,000
Mortgage note payable 4,525,000 --
------------ ------------
Total liabilities 4,954,000 588,000
------------ ------------
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 (5,919,000) (6,888,000)
------------ ------------
Total shareholders' equity 46,911,000 45,942,000
------------ ------------
Total liabilities and shareholders' equity $ 51,865,000 $ 46,530,000
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 4
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------ ------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Interest income $ 967,000 $1,357,000 $1,939,000 2,525,000
Rental income, net 275,000 32,000 361,000 99,000
Gain from sale of real property -- 28,000 -- 28,000
Recovery of bad debts 679,000 341,000 679,000 341,000
---------- ---------- ---------- ----------
Total revenue 1,921,000 1,758,000 2,979,000 2,993,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
General and administrative 247,000 283,000 302,000 618,000
Amortization 13,000 13,000 33,000 31,000
---------- ---------- ---------- ----------
Total costs and expenses 260,000 296,000 335,000 649,000
---------- ---------- ---------- ----------
NET INCOME $1,661,000 $1,462,000 $2,644,000 $2,344,000
========== ========== ========== ==========
NET INCOME PER CLASS A SHARE $ 0.63 $ 0.55 $ 1.00 $ 0.89
========== ========== ========== ==========
CASH DISTRIBUTIONS PER CLASS A SHARE $ 0.32 $ 0.24 $ 0.64 $ 0.46
========== ========== ========== ==========
WEIGHTED AVERAGE CLASS A SHARES
OUTSTANDING 2,617,000 2,617,000 2,617,000 2,617,000
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY
<TABLE>
<CAPTION>
ACCUMULATED
DISTRIBUTIONS
IN
EXCESS OF
ADDITIONAL CUMULATIVE
CLASS A CLASS B PAID-IN NET
SHARES SHARES CAPITAL INCOME TOTAL
---------- ------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $2,617,000 $14,000 $50,199,000 ($6,888,000) $ 45,942,000
Distributions paid to Class
A Shareholders -- -- -- (1,675,000) (1,675,000)
Net income -- -- -- 2,644,000 2,644,000
---------- ------- ----------- ----------- ------------
Balance at June 30, 1998 $2,617,000 $14,000 $50,199,000 ($5,919,000) $ 46,911,000
========== ======= =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE> 6
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
-----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,644,000 $ 2,344,000
Adjustments to reconcile net income to cash
flows from operating activities:
Gain from sale of real estate -- (28,000)
Recovery of bad debt (679,000) (341,000)
Interest income in exchange for notes receivable -- (864,000)
Amortization of loan fees 33,000 31,000
Decrease (increase) in interest receivable 50,000 (135,000)
Decrease (increase) in prepaid expenses and other
assets (40,000) 24,000
Decrease in accounts payable and
accrued expenses (459,000) (120,000)
Increase (decrease) in unearned loan fee income (16,000) 66,000
------------ -----------
Cash flows from operating activities 1,533,000 977,000
------------ -----------
Cash flows from investing activities:
Funding of notes receivable (10,365,000) (9,850,000)
Principal collections of notes receivable 12,672,000 2,604,000
Proceeds from sale of real property -- 613,000
Improvements and replacements to real property
held for sale (25,000) --
Proceeds from foreclosure of real estate 161,000 --
------------ -----------
Cash flows from investing activities 2,443,000 (6,633,000)
------------ -----------
Cash flows from financing activities:
Distributions to Class A Shareholders (1,675,000) (1,204,000)
------------ -----------
Cash flows used in financing activities (1,675,000) (1,204,000)
------------ -----------
Increase (decrease) in cash and cash equivalents 2,301,000 (6,860,000)
Cash and cash equivalents
At beginning of period 3,947,000 9,789,000
------------ -----------
At end of period $ 6,248,000 $ 2,929,000
============ ===========
Schedule of noncash financing and investing
activities:
Assumption of first mortgage loan payable $ 4,525,000 $ --
Conversion of second mortgage receivable to real
property 380,000 --
Deed-in-lieu of foreclosure, real property 4,369,000 --
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 7
PART I. FINANCIAL INFORMATION
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 its operations and
its cash flows at the dates and for the 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 principles 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 and six month periods ended June 30, 1998
are not indicative of the results that may be expected for the year ending
December 31, 1998.
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, 1997.
NOTE 2 - The net income per Class A Share was based on 2,617,000 weighted
average Class A Shares outstanding during the three and six months ended June
30, 1998 and 1997, after deduction of the 1% interest for Class B Shares.
NOTE 3 - In May 1998 the Trust's $5 million line of credit was renewed through
October 1998 with the ability to extend the line of credit through April 1999 at
the Trust's option. The line of credit requires monthly interest only payments
based upon prime plus 1/2% and a $12,500 commitment fee paid quarterly. During
the three and six months ended June 30, 1998, the Trust did not draw on the line
of credit.
NOTE 4 - During the second quarter ended June 30, 1998 the Trust received cash
proceeds of approximately $842,000, from the loan referred to by the Trust as
"Northprior." In June the Trust recorded a recovery of bad debt in the amount of
$679,000 for which an allowance for estimated loss had been previously
established and recorded $163,000 in interest income. The Trust may receive a
minimal amount of additional proceeds from the Northprior loan from
7
<PAGE> 8
excess amounts, if any, held in an escrow account to remediate environmental
problems at the property.
NOTE 5 - In December 1997 the Trust purchased a second mortgage loan for
$380,000 on a 186-unit apartment complex, Silver Ridge Apartments, located in
Maplewood, Minnesota. The Silver Ridge second mortgage has an interest rate of
10% and default rate of 12% and matured December 31, 1997. In addition, during
1997 the Trust obtained judgement liens against the Silver Ridge Apartments
property based upon recourse provisions on other Trust loans. Through a
judgement lien, the Trust foreclosed on the property in October 1997 subject to
a twelve-month redemption period. On January 30, 1998, the Trust received title
to Silver Ridge Apartments through deed-in-lieu of foreclosure as a result of
provisions in the second mortgage held by the Trust. In connection with taking
title to Silver Ridge Apartments the Trust assumed a first trust deed mortgage
from a third party in the amount of $4,525,000. This first mortgage provides for
a variable interest rate not to exceed 12%, interest only paid monthly, with a
current interest rate of 4% per annum. The loan matures in July 2023.
In addition, the Trust assumed control of restricted cash relating to
Silver Ridge Apartments with a balance of $812,000 as of June 30, 1998. The
restricted cash balance is comprised of approximately $457,000, held by the
first mortgage lender in escrow for: principal $310,000; interest of $62,000;
real estate taxes and insurance $60,000; and processing and other fees of
$25,000. The remaining $355,000 relates to funds for capital improvements and
tenant security deposits.
8
<PAGE> 9
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 Properties Trust ("IPT") an affiliate of Insignia
Financial Group, Inc. ("Insignia").
In May 1998, the Trust's $5 million line of credit with the Bank was
renewed through October 1998, with the ability to renew for an additional six
months to April 1999 at the Trust's option. The line of credit with the Bank
allows the Trust to draw on such line to facilitate the foreclosure process on
Trust loans. The line of credit requires monthly interest only payments based
upon prime plus 1/2% and a $12,500 commitment fee paid quarterly. During the six
month period ended June 30, 1998, the Trust did not draw on the line of credit.
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 January 1998, the Trust funded a new loan in the amount of $1,000,000
secured by a first deed of trust on a 125,000 square foot warehouse facility
located in Memphis, Tennessee. This new loan requires monthly interest only
payments at an annual rate of 8% and matures in January 2008. In March 1998 the
Trust purchased at par two first mortgage loans from an unaffiliated third party
for $3,865,000. These two mortgages are on three industrial warehouse properties
located in Cleveland, Ohio. The Trust began the foreclosure process on these
three properties in 1996 and expects to take title during the third quarter of
1998. The foreclosure process on these three properties results from the Trust
obtaining judgement liens relating to recourse provisions on a defaulted second
mortgage loan held by the Trust. The debt service on the first mortgage loans
have been and continue to be current through the foreclosure process. These two
mortgage loans pay monthly interest only at an annual rate of 7.15% and mature
September 1, 1998.
In June 1998, the Trust funded a new loan in the amount of $5,500,000
secured by a first deed of trust on a 363,000 square foot warehouse facility
located in Indianapolis, Indiana. This new loan requires monthly interest only
payments at an annual rate of 7.71% and matures in June 2008.
9
<PAGE> 10
During the quarter ended March 31, 1998, the Trust had its largest
mortgage note receivable prepay in full the outstanding principal balance of
$9,004,000. This loan, referred to as Lake Arrowhead, paid monthly interest
payments at the stated note rate of 10.20%. While the Trust has been able to
commit to fund new loans with such proceeds, it is unlikely it will be able to
obtain the same yield as the Lake Arrowhead loan due to the recent downward
trend of interest rates.
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
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 June 30, 1998 was approximately $8.1 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
investment portfolio, composition of the loan portfolio, the value of collateral
and current economic conditions.
On July 31, 1998 the Trust received title to five real properties
through deeds-in-lieu of foreclosure. The first property, referred to by the
Trust as Southgate Apartments, a 152-unit apartment complex located in Bedford
Heights, Ohio, on which the Trust began the foreclosure process in 1996 on a
delinquent second mortgage held by the Trust. In conjunction with taking title
to this property, the Trust assumed a first trust deed mortgage from a third
party in the amount of $2,541,000. This first mortgage provides for monthly
principal and interest payments at a fixed annual interest rate of 10.63% and
matures in January 2006. Three of the properties the Trust obtained through
deeds-in-lieu are industrial warehouses located in Cleveland, Ohio with a total
of 221,000 square feet. As discussed above, the Trust began the foreclosure
process on these three properties in 1996 as a result of the Trust obtaining
judgement liens relating to recourse provisions on a defaulted second mortgage
loan held by the Trust. The fifth property, referred to by the Trust as
Whispering Pines Apartments, is a 136-unit apartment complex located in
Fitchburg, Wisconsin. The Trust in 1997 had obtained judgement liens against
this property due to recourse provisions on two defaulted notes held by the
Trust. In conjunction with taking title to Whispering Pines Apartments the Trust
paid in full a first mortgage loan in the amount of $4,291,000 held on this
property.
Also during July 1998 the Trust modified a promissory note receivable to
Angeles Partners XIV, which had a maturity date in February 1998. In conjunction
with the modification the Trust capitalized into principal approximately $22,000
of accrued interest and extended the maturity date to March 2002.
As previously announced in a press release on July 18, 1997, AMIT,
Insignia Properties Trust ("IPT"), Insignia and MAE GP entered into the Merger
Agreement which, provides for, among other things, the Merger of AMIT with and
into IPT, with IPT surviving the Merger. Upon consummation of the Merger the
separate existence of AMIT will cease. A Special Meeting of AMIT shareholders
will be called to consider and vote on proposals to approve and
10
<PAGE> 11
adopt the Merger Agreement and the transactions contemplated thereby, including
the merger of AMIT with and into IPT, with IPT being the surviving entity (the
"Merger"), and approve the amendment of AMIT's Declaration of Trust (the "Trust
Amendment") to permit AMIT to merge and consolidate with other entities subject
to the required vote of the AMIT Board and AMIT's shareholders (collectively,
the "Merger Proposal"). It is currently expected that the Special Meeting of
Shareholders will convene in September 1998. A proxy statement will be
circulated to all AMIT shareholders in advance of the meeting, containing
information on the proposed merger.
Pursuant to the Merger Agreement, each outstanding AMIT Class A Share
will be converted into IPT Common shares (the "Class A Exchange Ratio"). The
Class A Exchange Ratio is determined by adjusting the base exchange values set
in the Merger Agreement of $16.25 per AMIT Class A Share and $10.00 per IPT
Common Share to account for dividends paid by AMIT since December 31, 1996 and
by IPT since January 31, 1997. The Class A Exchange Ratio is subject to further
adjustment should either AMIT or IPT declare any additional dividends prior to
the Merger. No fractional IPT Common Shares will be issued. In lieu of any
fractional shares, an AMIT shareholder otherwise entitled to a fractional IPT
Common Share will receive cash from IPT in an amount determined by multiplying
such fractional share amount by the IPT Share Value.
RESULTS OF OPERATIONS
Interest income for the three and six months ended June 30, 1998
decreased by approximately 29% and 23%, respectively, when compared to the same
periods ending in 1997. Such decrease is primarily due to the restructuring of
the three Hospitality Inn second mortgage loans, which occurred in April 1997
and the LaSalle loan which was effective in February 1997. Upon modifying these
loans the Trust capitalized into principal accrued interest and late fees of
approximately $440,000 relating to the three Hospitality Inn second mortgage
loans, during the quarter ended June 30, 1997, and $409,000 for the LaSalle loan
during the first quarter ended March 31, 1997. Recurring interest income for the
three and six months ended June 30, 1998 when compared to the same periods ended
June 30, 1997 has increased 5% and 17%, respectively, due to newly funded loans
in amount of $13,867,000 during 1997 and $10,365,000 during the six months ended
June 30, 1998. Rental income increased significantly for the three and six
months ended June 30, 1998 when compared to the same periods ending June 30,
1997 due to the Trust obtaining title to an additional income producing property
during the quarter ending March 31, 1998.
The Trust recognized additional income for the three months ended June
30, 1998 relating to recovery of bad debt. During the three months ended June
30, 1998, the Trust received a full principal repayment of $679,000 on a loan
for which an allowance for estimated loss has been previously provided.
The 13% decrease in general and administrative expenses for the three
months ended June 30, 1998 when compared to the same period ending in 1997 is
primarily due to reduced
11
<PAGE> 12
legal fees incurred by the Trust. The significant decrease of 51% in the general
and administrative expenses for the six months ended June 30, 1998 when compared
to the same period in 1997 is due primarily to reversing expense accruals in the
first quarter of 1998 that were provided in 1997 for state income taxes and
legal fees in the amounts of $180,000 and $50,000 and an overall reduction in
legal fees incurred by the Trust during 1998.
12
<PAGE> 13
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, 1997 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.
13
<PAGE> 14
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: August 13, 1998
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 7,060,000
<SECURITIES> 0
<RECEIVABLES> 52,952,000<F1>
<ALLOWANCES> (8,147,000)
<INVENTORY> 0
<CURRENT-ASSETS> 51,865,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,865,000
<CURRENT-LIABILITIES> 429,000
<BONDS> 4,525,000
0
0
<COMMON> 46,911,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 51,865,000
<SALES> 2,979,000
<TOTAL-REVENUES> 2,979,000
<CGS> 0
<TOTAL-COSTS> 335,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,644,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,644,000
<EPS-PRIMARY> $1.00
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NOTES RECEIVABLE OF $43,463,000 AND FORECLOSED REAL ESTATE HELD FOR
SALE OF $8,755,000.
</FN>
</TABLE>
